Common use of Access and Investigation Clause in Contracts

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”), the Company shall, and shall cause its Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.

Access and Investigation. Subject to the Confidentiality Agreement, during (a) During the period commencing on the Agreement Date and ending on at such time as designees of Parent first constitute at least a majority of the earlier of (a) the Acceptance Time and (b) the termination of this Agreement Company Board pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”1.3(a), the Company shall, and shall cause its Subsidiaries and Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access access, upon reasonable notice and during normal business hours hours, to the Company’s and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or and its SubsidiariesSubsidiaries (including the Company Owned IP); and (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or and its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or and its Subsidiaries, as Parent may reasonably request; and (iii) permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of the Company responsible for the Company’s financial statements and the internal controls of the Company and its Subsidiaries to discuss such matters as Parent may reasonably deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act or similar act applicable thereto and the rules and regulations relating thereto or otherwise in connection with the Offer and the Merger. Information No information or knowledge obtained by Purchaser Parent or Parent its Representatives in any investigation conducted pursuant to this Section 5.1 will constitute “Confidential Information” under 5.1(a) shall affect or be deemed to modify any representation or warranty of the Confidentiality Agreement and will be subject Company set forth herein or the conditions to the provisions obligations of Parent and Purchaser to consummate the Confidentiality Agreementtransactions contemplated hereby (including the Offer and the Merger), or the remedies available to the parties hereunder. Nothing in this Section 5.1 will require Notwithstanding anything to the contrary herein, neither Company nor any of its Subsidiaries shall be required to permit any inspection, provide access to or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” information to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; such access or (C) result in loss of legal protection, including disclosure would jeopardize the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit of such inspection of Person or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with violate any applicable Antitrust LawsLaw.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the Agreement Date and ending on date hereof through the earlier Closing of the Merger (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause its the respective Representatives of the Company and Subsidiaries to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its SubsidiariesAcquired Companies’ respective Representatives, properties, personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies; and (iib) promptly provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Information obtained Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by Purchaser or the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent pursuant may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to this Section 5.1 will constitute “Confidential Information” under Parent, and the Confidentiality Agreement and will be subject Parent shall during the Pre-Closing Period give prompt written notice to the provisions Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the Confidentiality Agreement. conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 will shall require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent or Acquisition Co. with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” information relating to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawsan Alternative Transaction Proposal.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on the date of this Agreement Date and ending on as of the earlier of (a) the Acceptance Effective Time and (b) or the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company and Parent shall each, and shall cause each of their respective Subsidiaries to: (a) provide the Representatives of the other party with reasonable access during normal business hours to its personnel, tax and accounting advisers and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Company, as the case may be; and (b) provide the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be. During the Pre-Closing Period, the Company shall, and shall cause its the Representatives of each of the Opnext Corporations to: (i) provide Parent and , permit Parent’s Representatives with senior officers to meet, upon reasonable access notice and during normal business hours to hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies internal controls of the books, records, Tax Returns, work papers, files related Opnext Corporations to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with discuss such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, matters as Parent may reasonably request. Information obtained by Purchaser deem necessary or appropriate in order to enable Parent pursuant to this Section 5.1 will constitute “Confidential Information” satisfy its post-Closing obligations under the Confidentiality Agreement Xxxxxxxx-Xxxxx Act and will be subject to the provisions rules and regulations relating thereto. Without limiting the generality of any of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspectionforegoing, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing subPre-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required aboveClosing Period, subject to execution applicable Legal Requirements, the Company and Parent shall each promptly provide the other with copies of a joint defense agreement any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Opnext Corporations or Parent or Merger Sub in customary form, to external counsel for Parent to connection with the extent reasonably required for Merger or any of the purpose of complying with applicable Antitrust Lawsother Contemplated Transactions.

Access and Investigation. Subject Upon reasonable advance notice from Purchaser to Seller, Purchaser shall, from the Confidentiality Agreement, during Effective Date until the period commencing on the Agreement Closing Date and ending on the (or earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”Agreement), have the Company shallright to reasonable access to the Real Property during regular business hours in order to make inspections, investigations and tests, including but not limited to, engineering studies and soil tests. Purchaser shall use commercially reasonable efforts to minimize the number of visits made by Purchaser, its agents or representatives to the Real Property, and shall cause its Representatives to: may not visit the Property more than three (3) times prior to the week leading up to the scheduled Closing. Purchaser acknowledges and agrees that said limitation on access to the Property is necessary in order not to unreasonably disrupt the operations of the Property and/or disturb the employees or tenants of the Property in any material respect, and Purchaser further acknowledges and agrees that (i) provide Parent and Parent’s Representatives with it shall use commercially reasonable access during normal business hours efforts to limit any disruption to the Company’s operations of the Property and/or disturbance or interference with the employees and its Subsidiaries’ respective Representativestenants of the Property, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies it shall not contact residents of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate Facility during any of its or its Affiliatesagents’ and representatives’ visits, and (iii) prior to the expiration of the Due Diligence Period, it shall not interview or make contact with employees or tenants of the Property during any of its or its agents’ and representatives’ visits. After expiration of the Due Diligence Period, and up until one week prior to the scheduled Closing, Purchaser shall, upon reasonable advance notice to Seller, have access to employees for one day. During the one week prior to the scheduled Closing, Purchaser may have supervised contact with employees as long as Purchaser does not unreasonably disrupt the operations of the Facility. By way of elaboration, and not limitation, of the foregoing, Purchaser acknowledges and agrees that Purchaser and its respective obligations under agents and representatives shall coordinate and cooperate with Seller by providing at least four (4) days’ notice prior to any Contracts visit (which notice shall include the purpose, proposed duration of the visit and all persons who plan to be present during such visit) by following Seller’s reasonable directives with respect to confidentiality (providedany such visit, that and by limiting contact with persons to those persons at the Company Property designated by Seller for any such visit. Purchaser shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions bear all costs and expenses of any documents withheld inspections, investigations, and tests of any kind or nature undertaken by Purchaser with regard to the Real Property and Purchaser assumes all risk with respect to all inspections, investigations and tests. Purchaser shall repair or restore any damage or disturbance to the Real Property caused by its acts or the acts of its agents, representatives, designees or invitees and hereby indemnifies and agrees to defend and hold harmless Seller for, from and against any and all damages, losses, costs, expenses (including, but not limited to, reasonable attorneys’ fees) and liability arising from any such acts. Before Purchaser enters upon the Real Property, Purchaser shall provide Seller with evidence satisfactory to Seller that Purchaser has obtained liability and other insurance coverage in accordance with an amount, in content, and from an insurance company each reasonably satisfactory to Seller, naming Seller as an additional insured, covering any such damage or disturbance and all such damages, losses, costs and expenses. Additionally, upon Seller’s request Purchaser shall promptly deliver to Seller copies of any reports relating to any testing or other inspections of the foregoing sub-clause “(A)” Real Property, other than appraisals, performed by Purchaser or any of its contractors, agents and invitees. If Purchaser fails to purchase the Real Property for any reason other than a default of this Agreement by Seller, except to the extent otherwise required by law, all tests, test results and reports shall be kept confidential by Purchaser and its contractors, agents and invitees. Notwithstanding anything herein to the provision contrary, Purchaser’s obligations under this Section 8(b) shall survive the termination of which this Agreement. Except as specifically set forth herein, in conducting any inspections of the Real Property, Purchaser shall not (i) contact or have any discussions with any representative of Seller or with any residents or contractors providing services to the Facility, unless in each case Purchaser obtains the prior consent of Xxxx Xxxxx, sale Project Manager, or Xxxxxx Xxxxxxxx (ii) unreasonably interfere with the business of Seller in any material respect, (iii) unreasonably disturb any resident of the Facility, (iv) unreasonably disrupt the operations of the Facility in any material respect, or (v) damage any of the Improvements. Seller may, from time to time, establish reasonable rules of conduct for Purchaser and its representatives in the performance of due diligence activities. Seller shall be entitled to have a representative present at all times during each entry by Purchaser; provided that the exercise of such right does not breach unreasonably delay any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent investigations to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent performed by Purchaser. Notwithstanding anything to the extent reasonably required for contrary in this Agreement, Purchaser shall not have access to any “protected health information,” as such term is used under HIPAA and state and federal privacy laws, or similar documents or information contained within any of the purpose of complying with applicable Antitrust Lawsrecords pertaining to the Facility unless and until Purchaser or New Operator obtains all licenses and permits necessary to receive access to such documents or information, promptly after which the information will be made available to the licensed entity.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 8.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its the respective Representatives of the Company to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its Subsidiaries’ respective Representatives, propertiespersonnel, and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts work papers and other documents and information relating to the Company and/or its SubsidiariesCompany; and (iib) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Company, including copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts work papers and other documents and information relating to the Company and/or its SubsidiariesCompany, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesCompany, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Confidentiality Agreement and will be subject to the provisions supervision of appropriate personnel of the Confidentiality AgreementCompany and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing in this Section 5.1 will herein shall require the Company to permit any inspection, or to disclose any informationinformation to Parent if such disclosure would, that in the its reasonable judgment of the Company (discretion and after notice to Parent) would: (Ai) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), or (ii) contravene any applicable Legal Requirement; provided, however, that information shall be disclosed, as required above, disclosed subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated July 24, 2012, as amended, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 9.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company, the Company and its directors, employees and officers shall, and the Company shall cause direct its other Representatives to: of the Company, (ia) to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its SubsidiariesAcquired Companies’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related employees, other personnel, and assets and to Intellectual Property Rightsall existing books and records (provided, Contracts however, that any such access shall be conducted at Parent’s sole expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company) and (b) to furnish to Parent such financial and operating data and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under , but in the Confidentiality Agreement case of clauses (a) and will be subject (b), solely to the provisions extent that such access or furnishing of data or other information is related to planning for integration or operation of the Confidentiality AgreementCompany following the Closing or the satisfaction of any condition to Closing. Nothing in this Section 5.1 will The foregoing notwithstanding, nothing herein shall require the Company to permit any inspectioninspection or testing, or to disclose any information, that in the reasonable judgment of the Company (and after notice would be materially detrimental to Parent) would: (A) violate any of its the Company’s business or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that operations nor shall anything herein require the Company shall use commercially to disclose any information to Parent if (i) such disclosure would, in the Company’s reasonable efforts during the Interim Period to provide Parent with redacted versions of discretion (x) jeopardize any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto)) or (y) contravene any applicable Law (including Antitrust Law) or fiduciary duty or (ii) in the Company’s reasonable discretion, providedsuch documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, that information on the one hand, and Parent and its Affiliates, on the other hand. Information disclosed pursuant to this Section 6.1 shall be disclosed, as required above, disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent Parent, to the extent the Company reasonably determines doing so is required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 6.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement, dated as of June 1, 2021, by and between the Company and Parent (the “Non-Disclosure Agreement”). All requests for information made pursuant to this Section 6.1 shall be directed to an executive officer of the Company or other person designated by the Company in writing. Nothing in this Section 6.1 will be construed to require the Company or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information.

Access and Investigation. Subject During the period from the date of this Agreement through the Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements and the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”), the Company shall, and shall cause its the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its SubsidiariesAcquired Corporations’ respective Representatives, properties, personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations; and (iib) promptly provide furnish Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request. Information obtained by Purchaser During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent pursuant to this Section 5.1 will constitute “Confidential Information” satisfy its obligations under the Confidentiality Agreement Xxxxxxxx-Xxxxx Act and will all other applicable Legal Requirements. Notwithstanding the foregoing, any such access, investigation or consultation shall be subject conducted in such a manner as not to interfere unreasonably with the provisions business or operations of the Confidentiality AgreementAcquired Corporations or otherwise result in any significant interference with the prompt and timely discharge of the normal duties of the Acquired Corporations. Nothing in this Section 5.1 will require None of the Company Acquired Corporations shall be required to permit any inspection, provide access to or to disclose any information, that in information where such access or disclosure would violate or prejudice the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any rights of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (providedclients, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including jeopardize the attorney-client privilege and work product doctrine (so long as of any of the Company has reasonably cooperated with Parent to permit such inspection of Acquired Corporations or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense contravene any Legal Requirement or binding agreement in customary form, to external counsel for Parent entered into prior to the extent reasonably required for date of this Agreement. The parties hereto will use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the purpose restrictions of complying with applicable Antitrust Lawsthe preceding sentence apply.

Access and Investigation. Subject During the Pre-Closing Period, upon reasonable advance written notice to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”)Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s and its Subsidiaries’ respective Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or and its Subsidiaries; , and (ii) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or and its Subsidiaries, and with such any available or reasonably producible additional financial, operating and other data and information regarding the Company and/or and its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Confidentiality Agreement and will be subject to the provisions supervision of appropriate personnel of the Confidentiality AgreementCompany and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. Nothing in this Section 5.1 will herein shall require the Company to permit disclose (A) any inspectioninformation concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to disclose the Company Board in connection therewith, or (C) any information, that in the reasonable judgment good faith judgement of the Company would (and after notice to Parenti) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed, as required above, disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. Subject to the Confidentiality Agreement, during (a) During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 8 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause its the respective Representatives of the Acquired Corporations to: (i) , provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its Subsidiaries’ respective Representatives, properties, designated personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; Acquired Corporations, and (ii) promptly provide Parent and Parent’s Representatives with such copies all reasonably requested information regarding the business of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts Acquired Corporations and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant , in each case for any reasonable business purpose related to this Section 5.1 will constitute “Confidential Information” the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Confidentiality Agreement and will be subject to the provisions supervision of appropriate personnel of the Confidentiality AgreementAcquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Nothing in this Section 5.1 will herein shall require any of the Company to permit any inspection, or Acquired Corporations to disclose any informationinformation to Parent if such disclosure would, that in the its reasonable judgment of the Company (discretion and after notice to ParentParent (i) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, ; or (ii) contravene any applicable Legal Requirement or Contract (so long as required above, subject the Acquired Corporations have reasonably cooperated with Parent to execution of a joint defense agreement in customary form, to external counsel for Parent permit disclosure to the extent permitted by Legal Requirements or the contractual counterparty); provided, however, in the case of clause (ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably required for (in the purpose good faith of complying the Company (after consultation with applicable Antitrust Lawsoutside counsel)) be managed through the use of customary “clean room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall direct Parent’s Representatives and Financing Sources to comply with, all of its obligations under the Confidentiality Agreement.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 8.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Companies shall, and shall cause its their respective Representatives to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its SubsidiariesAcquired Companies’ respective Representatives, propertiespersonnel, and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies; and (iib) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Company, including copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesCompany, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesCompany, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” ; provided, however, that any such access shall be conducted at a reasonable time, under the Confidentiality Agreement and will be subject to the provisions supervision of appropriate personnel of the Confidentiality AgreementCompany and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies. Nothing in this Section 5.1 will herein shall require the any Acquired Company to permit any inspection, or to disclose any informationinformation to Parent if such disclosure would, that in the Company’s reasonable judgment of the Company discretion (and after notice to Parenti) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Legal Requirement or binding confidentiality agreement entered into by an Acquired Company prior to the date of this Agreement (so long as the Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not contravene any applicable Legal Requirement or confidentiality agreement); provided, providedfurther, that information shall be disclosed, as required above, disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent Parent, to the extent the Company determines that doing so is reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated November 3, 2017, between the Company and Mallinckrodt LLC (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 5.1 shall be directed to the executive officer or other Person designated by the Company.

Access and Investigation. Subject to the Confidentiality Agreement, during (a) During the period commencing on from the date of this Agreement Date and ending on through the earlier of (a) the Acceptance Effective Time and (b) or the date of termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause its the respective Representatives of the Acquired Companies to: (i) , provide Parent and Parent’s Representatives (including Parent’s financing sources and prospective financing sources and their respective advisors and representatives) with reasonable access access, during normal business hours and upon reasonable advance notice, to the Company’s and its SubsidiariesAcquired Companies’ respective Representatives, assets, properties, booksoffices, plants and other facilities, and books and records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide shall furnish Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding (including (1) all operations, documents and information related to conflict minerals; (2) the work papers of the Company’s accountants, subject to the prior consent of such accountants, which consent the Company and/or shall use its Subsidiariesreasonable best efforts to obtain as soon as practicable; (3) information regarding any works council or other employee representative body, including any consultation notice or consent required therefrom; (4) information relating to any new standards-setting organization, university or industry bodies or consortia, or other multi-party special interest groups or activities, that any Acquired Company enters into, commences participation in, establishes or joins; and (5) information regarding any event, occurrence, claim or Legal Proceeding that, if such event, occurrence, claim or Legal Proceeding had arisen prior to the date of this Agreement, would have constituted or resulted in a breach of, or would have been required to be disclosed under, any of Sections 2.8(i)(ii), 2.8(i)(iii), 2.8(i)(iv), 2.8(q) and 2.19(a)) as Parent Parent, through Parent’s Representatives, may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under , as long as these actions are in compliance with all applicable data privacy/protection Legal Requirements; provided, however, that, the Confidentiality Agreement and Acquired Companies will be subject under no obligation to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit provide Parent and its Representatives with any inspection, such access or to disclose any information, that information if: (i) in the reasonable good faith judgment of the Company Company, the information is subject to confidentiality obligations to a third party; (and after notice ii) disclosure of any such information or document would result in the loss of attorney-client privilege of the Acquired Companies; or (iii) constitute a violation of applicable Legal Requirements, provided further, however, that with respect to Parent) wouldclauses “(i)” through “(iii),” the Acquired Companies, as applicable, shall use their commercially reasonable efforts to: (A) violate obtain the required consent of any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period such third party to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations)such inspection or disclosure; (B) result in a violation of applicable Lawdevelop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company; or and (C) result in loss the case of legal protection, including clauses “(ii)” and “(iii),” utilize the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution procedures of a joint defense agreement in customary form, to external counsel for Parent to or implement such other techniques if the extent parties determine that doing so would reasonably required for permit the purpose disclosure of complying with such information without violating applicable Antitrust LawsLegal Requirements or jeopardizing such attorney-client privilege.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the Agreement Date and ending on until the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 8.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Acquired Corporations to the Company’s and its SubsidiariesAcquired Corporations’ respective Representatives, propertiespersonnel, properties and assets and to all existing books, records, Contracts, Tax Returns, material operating and financial reports, work papers, assets, executive officersEmployee Plans, files related to Intellectual Property Rights, Contracts work papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Acquired Corporations, including copies of the existing books, records, Contracts, Tax Returns, work papersEmployee Plans, files related to Intellectual Property Rights, Contracts work papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” ; provided, however, that any such access shall be conducted at a reasonable time, under the Confidentiality Agreement supervision of appropriate personnel of the Acquired Corporations and will in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations and shall be subject to the provisions of the Confidentiality AgreementAgreement dated February 23, 2015. Nothing in this Section 5.1 will herein shall require the Company to permit any inspection, or Acquired Corporation to disclose any informationinformation to Parent if such disclosure would, that in the reasonable judgment of the Company (and after with notice to Parent, (i) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Laws; provided, further, that information shall be disclosed, as required above, disclosed subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) During the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause its Representatives to: upon reasonable notice (i) provide Parent Geron shall afford BioTime’s and ParentBAC’s officers and other authorized Representatives with reasonable access access, during normal business hours hours, to Geron’s books and records (or portions thereof) pertaining solely to the Company’s Contributed Geron Assets and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; Assumed Geron Liabilities (provided that such access does not unreasonably interfere with the ongoing business or operations of Geron) and (ii) promptly Geron shall furnish to BioTime and BAC such readily available information concerning the Contributed Geron Assets and the Assumed Geron Liabilities as BioTime or BAC may reasonably request and as is necessary or required for inclusion in (and Geron shall use commercially reasonable efforts to provide Parent and Parentreasonable access to Geron’s Representatives independent registered accountants with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating respect to the Company and/or its SubsidiariesContributed Geron Assets and the Assumed Geron Liabilities to facilitate the preparation of) the Proxy Statement, the BioTime Registration Statement, the BioTime Prospectus, the BAC Registration Statement and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent BAC Prospectus pursuant to Section 4.7 of this Section 5.1 will constitute “Confidential Information” Agreement and to comply with the reporting obligations of BioTime under the Confidentiality Agreement and Exchange Act; provided, however, that (i) such access to Geron’s independent registered accountants will be subject to customary exceptions to be negotiated with such accountants, and BioTime shall reimburse Geron for the provisions reasonable fees and expenses of the Confidentiality Agreement. Nothing Geron’s independent registered accountants, if any, in connection therewith, and (ii) Geron shall not be required pursuant to this Section 5.1 will require the Company Agreement to permit any inspectioninspection or other access, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: Geron could (A) result in the disclosure of any trade secrets, (B) jeopardize protections afforded Geron under the attorney-client privilege or the attorney work product doctrine, or (C) violate or breach, or result in a violation or breach of, any of its Legal Requirement, Order or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (Contract; provided, however, that in the Company case of information as to which Geron is bound by a contractual obligation of non-disclosure, Geron shall use commercially reasonable efforts during to obtain permission to disclose the Interim Period information to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” BioTime, provided that BioTime agrees to enter into a confidentiality agreement acceptable to the extent applicable third party. Geron shall use its commercially reasonable efforts to preserve intact, and maintain access to, the provision Data Room for BioTime’s and BAC’s respective officers and other authorized Representatives and shall provide reasonable access, upon reasonable notice and during normal business hours, to Geron personnel who have knowledge about the Contributed Geron Assets. Geron shall provide BioTime and BAC with electronic copies of which does not breach all of the contents of the Data Room as of the date hereof. BioTime hereby agrees that any confidentiality obligations); (Binformation or knowledge obtained pursuant to this Section 4.1(a) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution the terms of a joint defense agreement in customary formthat certain Mutual Confidential Disclosure Agreement, dated as of February 22, 2012, by and between Geron and BioTime (the “CDA”). BioTime’s and BAC’s officers and other Representatives shall have the right to external counsel for Parent to make copies of the extent reasonably required for the purpose of complying with applicable Antitrust Lawsbooks and records and other documents and information provided under this Section 4.1(a).

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on the date of this Agreement Date and ending on as of the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 or the Effective Time (such period being referred to herein as the “Interim Pre-Closing Period”), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause its Representatives each of their respective Subsidiaries to: (ia) provide Parent and Parent’s the Representatives of the other party with reasonable access during normal business hours to the Company’s its Representatives and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating assets and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the all existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Company, as the case may be; and (b) provide the Representatives of the other party with such additional financialcopies of the existing books, operating records, Tax Returns, work papers and other data documents and information regarding relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be. During the Pre-Closing Period, the Company and/or its Subsidiariesand Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with their respective chief financial officers and other officers responsible for the Company’s and Parent’s financial statements and the internal controls, respectively, to discuss such matters as the Company or Parent may reasonably requestdeem necessary or appropriate in order to enable Parent to comply following the Closing with the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Information obtained by Purchaser Subject to Section 5.7 and without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company and Parent shall promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the API Corporations or the Xxxx Corporations, respectively, in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or the Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement or any non-disclosure or confidentiality agreement entered in the ordinary course of business after the date of this Agreement; provided that the parties shall cooperate to disclose such information to the extent possible without jeopardizing such privilege or contravening such Legal Requirements or such agreements. All information exchanged pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will 4.1 shall be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on continuing until the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 8 or the Effective Time (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause its Representatives and each of the Acquired Companies and their respective Representatives to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its SubsidiariesAcquired Companies’ respective Representatives, properties, personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies; and (iib) promptly provide Parent and Parent’s Representatives with such copies of the such existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Companies, as Parent may reasonably request. Information obtained ; provided that access to any information covered by Purchaser attorney-client privilege, work product or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and similar protection will be subject to appropriately limited and made under a mutually acceptable common interest agreement. During the provisions Pre-Closing Period, Parent may make inquiries of Persons having business relationships with the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspectionAcquired Companies (including suppliers, or to disclose any information, that in the reasonable judgment of the Company (licensors and after notice to Parentcustomers) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that and the Company shall use commercially reasonable efforts during cause each Acquired Company to help facilitate (and shall cooperate fully with Parent in connection with) such inquiries, in each case subject to all applicable Legal Requirements. The Company shall deliver to Parent: as soon as practicable after the Interim Period to provide Parent end of each monthly accounting period, and in any event within 15 days after the end of each such calendar month, unaudited consolidated financial statements of the Acquired Companies (consisting of a balance sheet, income statement and statement of cash flows) as of the end of each such monthly accounting period, in each case prepared in accordance with redacted versions of any documents withheld GAAP applied on a basis consistent with the basis on which the Financial Statements were prepared and in accordance with the foregoing subCompany’s historic past practice (the “Pre-clause “(AClosing Financial Statements”)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) Between the Acceptance Time and (b) the termination date of this Agreement pursuant to Section 7.1 (such period being referred to herein as and the “Interim Period”)Closing Date, and upon reasonable notice, the Company shallwill, and shall the Seller will cause the Company, its Subsidiaries and its Representatives to: , (ia) provide Parent afford Buyer and Parent’s its Representatives with reasonable access (collectively, “Buyer Group”) full and free access, during normal regular business hours hours, to the Company’s and its Subsidiaries’ respective Representativespersonnel, propertiesproperties (including subsurface testing), booksContracts, recordsLicenses, Tax Returns, material operating books and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts records and other documents and information relating data, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of the Company and/or and its Subsidiaries; and (iib) promptly provide Parent and Parent’s Representatives furnish Buyer Group with such copies of the booksall such Contracts, recordsLicenses, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts books and records and other documents and information relating to the Company and/or its Subsidiaries, and data as Buyer may reasonably request; (c) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Company and/or its Subsidiaries, as Parent Buyer may reasonably request; (d) provide reasonable access to the Significant Suppliers and Significant Customers of the Company and its Subsidiaries in a manner as shall be mutually agreeable between Buyer and the Company; (e) make available (i) all Representatives of the Company and its Subsidiaries for discussion of the Company’s businesses, properties or personnel and (ii) all Company Employees for discussion of the post-Closing employment arrangements with Buyer as the Buyer may reasonably request; and (f) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s investigation of the properties, assets and financial condition related to the Company and its Subsidiaries. Information obtained by Purchaser or Parent No investigation pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit or otherwise shall affect any inspectionrepresentations, warranties, covenants or to disclose any information, that in the reasonable judgment agreements of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust LawsSeller set forth herein.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) During the Acceptance Time and (b) period from the termination date of this Agreement pursuant to Section 7.1 through the Closing Date (such period being referred to herein as the “Interim Period”"PRE-CLOSING PERIOD"), the Company Seller shall, and shall cause its Representatives to: (ia) provide Parent and Parent’s Acquisition Sub and their Representatives with reasonable access during normal business hours to the Company’s and its Subsidiaries’ respective Seller's Representatives, properties, personnel and Purchased Assets and to all existing books, records, Tax Returns, material operating and financial reports, internal work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to Seller and the Company and/or its SubsidiariesPurchased Assets; and (iib) promptly provide Parent and Parent’s Acquisition Sub and their Representatives with such copies of the existing books, records, Tax Returns, internal work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesSeller, and with such additional financial, operating and other data and information regarding the Company and/or Seller and its Subsidiariesfinancial condition, as Parent or Acquisition Sub may reasonably request; and (c) fully cooperate with Parent and Acquisition Sub in their reasonable investigation of the Purchased Assets. Information obtained Without limiting the generality of the foregoing, during the Pre-Closing Period, Seller shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed or furnished by Purchaser Seller during the Pre-Closing Period with the SEC, (ii) any material notice, document or other communication sent or proposed to be sent by or on behalf of Seller by any party to any Assumed Contract or sent to Seller by any party to any Assumed Contract (other than any communication that relates solely to routine commercial transactions between Seller and the other party to any such Assumed Contract and that is of the type sent in the ordinary course of business and consistent with past practices); and (iii) all other information existing concerning the Business, properties and personnel as Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject or Acquisition Sub may reasonably request; it being understood that, with respect to the provisions of the Confidentiality Agreement. Nothing information referenced in this Section 5.1 will require the Company 5.01(a), Seller shall not be required to permit any inspection, or to disclose any information, create information for Parent and Acquisition Sub that it would not normally create in the reasonable judgment ordinary course of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawsbusiness.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 8.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause its the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its Subsidiaries’ respective Representatives, propertiespersonnel, and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Acquired Corporations, including copies of the existing books, records, databases (to the extent transferable), reports, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” ; provided, however, that any such access shall be conducted at a reasonable time, under the Confidentiality Agreement and will be subject to the provisions supervision of appropriate personnel of the Confidentiality AgreementAcquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations or create material risk of damage or destruction to any material assets or property. Nothing in this Section 5.1 will herein shall require the Company to permit any inspection, or Acquired Corporations to disclose any information, that in the reasonable judgment of the Company information to Parent if such disclosure would (and after notice to Parenti) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Legal Requirement, fiduciary duty or binding confidentiality agreement entered into by the Company prior to the date of this Agreement (so long as the Acquired Corporations have reasonably cooperated with Parent to permit the inspection, or to disclose such information, on a basis that does not contravene any applicable Legal Requirement, fiduciary duty or confidentiality agreement); provided, providedfurther, that information shall be disclosed, as required above, disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent Parent, to the extent the Acquired Corporations determine doing so is reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated December 4, 2018, between the Company and Parent (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 5.1 shall be directed to the executive officer or other Person designated by the Company.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Offer Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 8.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its the respective Representatives of the Company to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its Subsidiaries’ respective Representatives, propertiespersonnel, and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts work papers and other documents and information relating to the Company and/or its SubsidiariesCompany; and (iib) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Company, including copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts work papers and other documents and information relating to the Company and/or its SubsidiariesCompany, and with such additional financial, operating operating, personnel and other data and information regarding the Company and/or its SubsidiariesCompany, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Confidentiality Agreement and will be subject to the provisions supervision of appropriate personnel of the Confidentiality AgreementCompany and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing in this Section 5.1 will herein shall require the Company to permit any inspection, or to disclose any informationinformation to Parent if such disclosure would, that in the its reasonable judgment of the Company discretion (and after notice to Parent) would: (Ai) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party); provided, further, that (A) the Company shall use commercially reasonable efforts during the Pre-Closing Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(ii)” and (B) information shall be disclosed, as required above, disclosed subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.customary

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on the date of this Agreement Date and ending on as of the earlier of (a) the Acceptance First Effective Time and (b) or the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts to which any Acquired Corporation is a party as of the date hereof, the Company shall, and shall cause the directors, officers and employees of the Acquired Corporations to, and shall use its reasonable best efforts to cause the Representatives to: of the Acquired Corporations (iother than their respective directors, officers and other employees) to provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s Acquired Corporations’ personnel and its Subsidiaries’ respective Representatives, properties, assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Acquired Corporations. During the Pre-Closing Period, the Company and/or shall, and shall cause the Representatives of each of the Acquired Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its Subsidiariesobligations under the Sxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period: (i) upon the request of Parent, the Company shall provide Parent with copies of unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows, in each case within 15 days after the end of each calendar month; and (ii) subject to applicable Legal Requirements, the Company shall promptly provide 41. Parent and Parent’s Representatives with such copies of the booksany notice, records, Tax Returns, work papers, files related report or other document filed with or sent to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions any Governmental Body on behalf of any of the Confidentiality Agreement. Nothing Acquired Corporations in this Section 5.1 will require connection with the Company to permit Mergers or any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) wouldother Contemplated Transactions. Without limiting the generality of the foregoing, during the Pre-Closing Period: (A) violate any upon the request of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (providedthe Company, that Parent shall provide the Company shall use commercially reasonable efforts during with copies of unaudited monthly consolidated balance sheets of Parent and its Subsidiaries and the Interim Period to provide Parent with redacted versions related unaudited monthly consolidated statements of any documents withheld operations, and, if prepared, statements of cash flows, in accordance with each case within 15 days after the foregoing sub-clause “(A)” to the extent the provision end of which does not breach any confidentiality obligations)each calendar month; and (B) result in a violation of subject to applicable Law; or (C) result in loss of legal protectionLegal Requirements, including the attorney-client privilege and work product doctrine (so long as Parent shall promptly provide the Company has reasonably cooperated with copies of any material notice, report or other document filed with or sent to any Governmental Body on behalf of Parent to permit such inspection or Merger Sub or any of Parent’s other Subsidiaries in connection with the Mergers or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution any of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawsother Contemplated Transactions.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) Subject to any applicable Legal Requirement, Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the Acceptance Time facilities, operations, records and (bproperties of the Company and each of its Subsidiaries in accordance with the provisions of this Section 5.1(a) as shall be necessary for the termination purpose of determining the Company’s continued compliance with the terms and conditions of this Agreement pursuant and preparing for the integration of Acquiror and the Company and the integration of Acquiror Bank and the Bank following the Effective Time. Acquiror and its Representatives may, during such period, make or cause to Section 7.1 (be made such period being referred to herein as reasonable investigation of the “Interim Period”)operations, records and properties of the Company and each of its Subsidiaries and of their respective financial and legal conditions for such purposes; provided, however, that such access or investigation shall not interfere materially with the normal operations of the Company or any of its Subsidiaries. Upon request, the Company shalland each of its Subsidiaries will furnish Acquiror or its Representatives attorneys’ responses to auditors’ requests for information regarding the Company or such Subsidiary, as the case may be, and shall cause such financial and operating data and other information reasonably requested by Acquiror (provided, such disclosure would not result in the waiver by the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by Acquiror or any of its Representatives toshall affect the representations and warranties made by the Company in this Agreement. This Section 5.1(a) shall not require the disclosure of any information to Acquiror the disclosure of which, in the Company’s reasonable judgment: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiarieswould be prohibited by any applicable Legal Requirement; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that would result in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions breach of any documents withheld agreement with any third party in accordance with effect on the foregoing sub-clause “(A)” to the extent the provision date of which does not breach any confidentiality obligations); (B) result in a violation of applicable Lawthis Agreement; or (Ciii) result relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in loss of legal protectionthe preceding sentence shall apply, the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the attorney-client privilege confidentiality of sensitive material and work product doctrine (so long as the Company has reasonably cooperated to ensure compliance with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with any applicable Antitrust LawsLegal Requirement.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) During the Acceptance Time and (b) period from the termination date of this Agreement pursuant to Section 7.1 the Closing Date, Seller and its officers, employees, counsel, accountants and other authorized representatives (such period being referred to herein as the “Interim Period”)"Representatives") will, the Company shall, and shall cause its Representatives to: (i) provide Parent afford Buyer and Parent’s its Representatives with reasonable access during normal business hours to Seller's (with respect to the Company’s Business) and its Subsidiaries’ respective Representativeseach Subsidiary's senior management personnel, properties, contracts, books, and records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and data, (ii) promptly provide Parent permit access to or furnish copies to Buyer and Parent’s Representatives with its Representative (as requested by Buyer, provided that if copies are to be furnished it will be furnished at Buyer's expense) of all such copies of the bookscontracts, books and records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other existing documents and information relating to the Company and/or its Subsidiariesdata as Buyer may reasonably request, and (iii) furnish Buyer and its Representatives with such additional financial, operating operating, and other data and information regarding the Company and/or its Subsidiaries, as Parent Buyer may reasonably request, including, without limitation periodically reporting to Buyer the status of the business, operations and finances of the Business. Information Seller shall also inform Buyer (upon its request) of any facts or circumstances of which Seller has knowledge which calls into question the collectibility of any Accounts Receivable, adequacy of the bad debt reserves that exist as of the Closing Date and the adequacy of the Xxxxx Xxx Reserve. No information or knowledge obtained by Purchaser or Parent in any investigation pursuant to this Section 5.1 will constitute “Confidential Information” under SECTION 6.1 shall affect or be deemed to modify any representation or warranty contained herein or the Confidentiality Agreement and will be subject conditions to the provisions obligations of the Confidentiality Agreementparties to consummate the Consummated Transactions. Nothing in this Section 5.1 Buyer agrees that from the date hereof until the Closing, Buyer will require the Company to permit not discuss or negotiate any inspection, or to disclose terms of employment with any information, that in the reasonable judgment employees of the Company Subsidiaries (and after notice other than disclosing to Parentany such employee the obligations of Buyer pursuant to SECTION 8.10(b) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect theretohereof), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawswithout prior approval by Seller's President or Chairman.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Offer Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 8.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Entities shall, and shall cause its the respective Representatives of the Acquired Entities to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its Subsidiaries’ respective Representatives, propertiespersonnel, and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Entities that are in the possession of, or reasonably accessible to, the Acquired Entities; and (iib) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Acquired Entities, including copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Entities, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Entities that are in the possession of, or reasonably accessible to, the Acquired Entities, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Confidentiality Agreement supervision of appropriate personnel of the Acquired Entities and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Entities or create a risk of damage or destruction to any property or assets of the Acquired Entities. Any access to the properties of the Acquired Entities will be subject to the provisions of the Confidentiality AgreementCompany’s reasonable security measures and insurance requirements. Nothing in this Section 5.1 will herein shall require the Company to permit any inspection, or Acquired Entities to disclose any informationinformation concerning Acquisition Proposals, that which shall be governed by Section 5.3(c), or provide access to or disclose any information to Parent if such disclosure would, in the Company’s reasonable judgment of the Company (and after notice to Parent) woulddiscretion: (Ai) violate jeopardize any attorney-client, work product privilege or other legal privilege, (ii) contravene any applicable Legal Requirement, fiduciary duty or Contract entered into prior to the date of its this Agreement (including any confidentiality agreement to which the Acquired Entity or its Affiliates’ respective obligations under any Contracts with respect Affiliates is a party), (iii) reasonably be expected to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) violate or result in a violation loss or impairment of applicable Law; any Owned IP or (Civ) result in loss unreasonably disrupt the operations of legal protectionthe Acquired Entities; provided, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), providedfurther, that information described in the foregoing clause (i) shall be disclosed, as required above, disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent to the extent the Acquired Entity determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1 to Parent and Parent’s Representatives, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated June 2, 2016, between the Company and Parent (the “Confidentiality Agreement”). All requests for access pursuant to this Section 5.1 must be directed to the General Counsel of the Company, or another person designated in writing by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) During the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause each of the other Acquired Companies to, and shall use its reasonable best efforts to cause its and their respective Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its SubsidiariesAcquired Companies’ respective Representatives, propertiespersonnel, properties and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers (including auditor work papers, files related subject to Intellectual Property Rights, Contracts entering into a customary non-reliance agreement reasonably acceptable to such auditor) and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Companies, as Parent may reasonably request, including promptly providing Parent, upon request, with copies of: (A) all material operating and financial reports prepared by the Acquired Companies for the Company’s senior management; (B) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Companies in connection with any of the Contemplated Transactions; and (C) any material notice, report or other document received by any of the Acquired Companies from any Governmental Body, in each case, upon reasonable advance notice during normal business hours and in such a manner so as not to unreasonably interfere with the Acquired Companies’ normal business operations. Information obtained The Company shall promptly notify Parent of the receipt by Purchaser any Acquired Company of any written notice or other written communication from any Person alleging that the Consent of such Person is or may be required in connection with the Merger or any of the other Contemplated Transactions. Notwithstanding the foregoing: (1) nothing in this Section 4.1(a) shall require any Acquired Company or its Representatives to disclose any information to Parent or Parent’s Representatives to the extent such (x) disclosure would violate any applicable Legal Requirement or jeopardize the attorney-client privilege, work-product doctrine or other legal privilege held by any Acquired Company or (y) information is prohibited from being disclosed pursuant to the terms of confidentiality provisions in a Company Contract with a third party entered into prior to the date of this Agreement; and (2) if any Acquired Company or any Representative of any Acquired Company does not provide such access or such information in reliance on clause “(1)” of this sentence, then the Company shall promptly (and in any event within two Business Days after such Acquired Company determines that it will not provide or cause or permit it Representatives to provide such access or such information) provide a written notice to Parent stating that it is withholding such access or such information and stating the justification therefor, and shall use its reasonable best efforts to provide the applicable information in a way that would not violate such Legal Requirement, jeopardize such privilege or breach such confidentiality provisions (it being understood that, at Parent’s written request, the Company shall use its reasonable best efforts to obtain any required consent of such third party under such applicable Company Contract to permit such disclosure to Parent or Parent’s Representatives). Any access to the properties of any of the Acquired Companies pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and 4.1(a) will be subject to compliance with reasonable security measures and reasonable health and safety measures established by the provisions Company in the ordinary course of business and will not include the Confidentiality right to perform any “invasive” testing or soil, air or groundwater sampling, including any Phase I or Phase II environmental assessments. Notwithstanding anything to the contrary in this Agreement. Nothing , the Company may satisfy its obligations set forth in this Section 5.1 will require the Company to permit any inspection, 4.1(a) by electronic means if physical access is not reasonably feasible or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations would not be permitted under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust LawsCOVID-19 Measures.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) During the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause ensure that each of the other Inphi Entities and its Representatives toand their respective Representatives: (i) provide Parent Marvell and ParentMarvell’s Representatives with reasonable access during normal business hours to the Company’s Inphi Entities’ personnel, properties and its Subsidiaries’ respective Representatives, properties, assets and to all existing books, records, Tax Returns, material operating and financial reports, auditor work papers, assets, executive officers, files related papers (subject to Intellectual Property Rights, Contracts entering into a customary non-reliance agreement reasonably acceptable to such auditor) and other documents and information relating to the Company and/or its SubsidiariesInphi Entities; and (ii) promptly provide Parent Marvell and ParentMarvell’s Representatives with such copies of the existing books, records, Tax Returns, auditor work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesInphi Entities, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesInphi Entities, in each case, as Parent Marvell may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject request for purposes reasonably related to the provisions facilitation or consummation of any of the Confidentiality Agreement. Nothing Contemplated Transactions, in this Section 5.1 will require each case, upon reasonable advance notice during normal business hours and in such a manner so as not to unreasonably interfere with the Company to permit any inspection, or to disclose any information, that in the reasonable judgment normal business operations of the Company (and after notice to Parent) wouldInphi Entities. Notwithstanding the foregoing: (A) nothing in this Section 4.1(a) shall require any Inphi Entity or its Representatives to disclose any information to Marvell or Marvell’s Representatives if such disclosure would violate any applicable law or any confidentiality agreement with a third party to which any Inphi Entity is a party as of the date of this Agreement, or jeopardize the attorney-client privilege, work product doctrine or other legal privilege held by any Inphi Entity; and (B) if any Inphi Entity does not provide or cause its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period Representatives to provide Parent with redacted versions of any documents withheld such access or such information in accordance with the foregoing sub-reliance on clause “(A)” of this sentence, then the Company shall promptly (and in any event within two Business Days after such Inphi Entity determines that it will not provide or cause it Representatives to provide such access or such information) provide a written notice to Marvell stating that it is withholding such access or such information and stating the extent justification therefor, and shall use commercially reasonable efforts to provide the provision of which does not breach any confidentiality obligations); (B) result applicable information in a violation of applicable Law; way that would not violate such law or (C) result in loss of legal protectionsuch confidentiality agreement, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit or jeopardize such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawsprivilege.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on the date of this Agreement Date and ending on as of the earlier of (a) the Acceptance Effective Time and (b) or the termination of this Agreement pursuant to Section 7.1 in accordance with Article 8 (such period being referred to herein as the “Interim Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company and Parent shall each, and shall cause each of their respective Subsidiaries to: (a) provide the Representatives of the other party with reasonable access during normal business hours to its personnel, tax and accounting advisers and assets and to all existing books, records, Tax Returns, and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Company and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) provide the Representatives of the other party with such copies of the existing books, records, Tax Returns, and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be. During the Pre-Closing Period, the Company shall, and shall cause its the Representatives of each of the Company Entities to: (i) provide Parent and , permit Parent’s Representatives with senior officers to meet, upon reasonable access notice and during normal business hours to hours, with the Chief Financial Officer and other officers of the Company responsible for the Company’s financial statements and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the internal controls of the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with Entities to discuss such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, matters as Parent may reasonably request. Information obtained by Purchaser deem necessary or appropriate in order to enable Parent pursuant to this Section 5.1 will constitute “Confidential Information” satisfy its post-Closing obligations under the Confidentiality Agreement Xxxxxxxx-Xxxxx Act and will be the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, and shall cause the Representatives of each of Parent to, permit the Company’s senior officers to meet, upon reasonable notice and during normal business hours, with the Chief Financial Officer and other officers of Parent responsible for the Parent’s financial statements and the internal controls of the Parent Entities to discuss such matters as the Company may deem necessary or appropriate in order to enable post-closing management of Parent and the Surviving Corporation to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require applicable Legal Requirements, the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to permit any inspection, or to disclose Governmental Body on behalf of any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate Entities or Parent or Merger Sub in connection with the Merger or any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawsother Contemplated Transactions.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (ai) the Acceptance Effective Time and (bii) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”), the Company shall, and shall cause its Representatives to: (iA) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s respective Representatives of the Company and its each of the Company Subsidiaries’ respective Representatives, properties, and books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its and the Company Subsidiaries; and (iiB) promptly provide Parent and Parent’s Representatives with such copies of the such books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its and the Company Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its and the Company Subsidiaries, as Parent may reasonably request; and (C) permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of the Company and the Company Subsidiaries responsible for the Company’s financial statements and the internal controls of the Company to discuss such matters as Parent may reasonably deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto or otherwise in connection with the Offer and the Merger. Information obtained by Parent or Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential InformationEvaluation Material” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company or any Company Subsidiary to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (Ax) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations)confidentiality; (By) result in a violation of applicable Law; or (Cz) reasonably be expected to violate or result in a loss or impairment of legal protection, including the any attorney-client privilege and or work product doctrine (so long as privilege or similar legal protection. No information or knowledge obtained by Parent or Purchaser pursuant to this Section 5.1 shall affect or be deemed to affect or modify any representation, warranty, covenant or agreement made by the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement set forth in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawsthis Agreement.

Access and Investigation. Subject to the Confidentiality Agreement, during (a) During the period commencing on from the Agreement Date and ending on until the earlier of (a) the Acceptance First Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 8.1 (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause its Representatives the Acquired Corporations, upon reasonable advanced written notice, to: (i) provide Parent (and Parent’s Representatives Representatives) with reasonable access during normal business hours to the Company’s and its Subsidiaries’ all of their respective Representatives, propertiessenior management personnel, properties and assets and to all existing books, records, Contracts, Tax Returns, material operating and financial reports, work papers, assets, executive officersCompany Employee Plans, files related to Intellectual Property Rights, Contracts work papers and other documents and information relating to the Company and/or its Subsidiaries; Acquired Corporations and (ii) promptly provide Parent (and Parent’s Representatives Representatives) with such all reasonably requested (and readily available) information regarding the business of the Acquired Corporations, including copies of the existing books, records, Contracts, Tax Returns, work papers, Company Employee Plans files related to Intellectual Property Rights, Contracts work papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations (in the case of Parent), and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request. Information obtained request (including copies of: (A) all material operating and financial reports prepared by Purchaser the Acquired Corporations for the Company’s senior management (B) any material notice, report or Parent pursuant other document filed with or sent to this Section 5.1 will constitute “Confidential Information” any Governmental Entity on behalf of any of the Acquired Corporations in connection with the Mergers or any of the Transactions, other than exhibits or attachments to their respective HSR Notification and Report forms, which may be withheld from Parent, and (C) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Entity); provided, however, that any such access shall be conducted at a reasonable time, under the Confidentiality Agreement supervision of appropriate personnel of the Acquired Corporations and will in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations and shall be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require Notwithstanding anything herein to the Company to permit any inspectioncontrary, or no Acquired Corporation shall be required to disclose (or provide access to) any information, that in the reasonable judgment information to Parent or any of the Company its Subsidiaries (and after notice to Parent) would: (A) violate or any of its or its Affiliates’ respective obligations under their Representatives) if such disclosure or access would be reasonably likely to (w) jeopardize any Contracts attorney-client or other legal privilege, (x) contravene any applicable Laws, (y) violate any obligation of any Acquired Corporation with respect to confidentiality or privacy or (provided, that z) materially interfere with the conduct of any Acquired Corporation’s business. The Company shall use commercially its reasonable best efforts during make appropriate substitute access and disclosure arrangements under circumstances in which the Interim Period to provide Parent with redacted versions restrictions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawspreceding sentence apply.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the Agreement Date and ending on date hereof through the earlier Closing of the Merger (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause its the respective Representatives of the Company and Subsidiaries to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its SubsidiariesAcquired Companies’ respective Representatives, properties, personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies; and (iib) promptly provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Companies and their financial condition, as Parent may reasonably request. Information obtained by Purchaser or ; and (c) fully cooperate with Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions in its reasonable investigation of the Confidentiality Agreementbusinesses of the Acquired Companies. Nothing in this Section 5.1 will require Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to permit any inspectionParent (i) a copy of each report, or to disclose any informationschedule, that in the reasonable judgment of registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and after personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent) would: , and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) violate any of its representation or its Affiliates’ respective obligations under warranty made by it contained in this Agreement becoming untrue or inaccurate in any Contracts with respect to confidentiality (providedmaterial respect, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result the failure by it to comply with or satisfy in a violation of applicable Law; any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) result the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in loss Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of legal protectionany litigation or Proceeding against the Company, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.Acquisition Co.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the Agreement Date and ending on until the earlier of (a) the Offer Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 9.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company, the Company and its directors, employees and officers shall, and the Company shall cause direct its other Representatives to: of the Company, (ia) to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s officers, employees, other personnel, and assets and to all existing books and records (provided, however, that any such access shall be conducted at Parent’s sole expense, at a reasonable time, under the supervision of appropriate personnel of the Company or its Subsidiaries and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material ) and (b) to furnish to Parent such financial and operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts data and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under , but in the Confidentiality Agreement case of clauses (a) and will be subject (b), solely to the provisions extent that such access or furnishing of data or other information is related to planning for integration or operation of the Confidentiality AgreementCompany and its Subsidiaries following the Closing or the satisfaction of any condition to Closing. Nothing in this Section 5.1 will The foregoing notwithstanding, nothing herein shall require the Company or any of its Subsidiaries to permit any inspectioninspection or testing, or to disclose any information, that the Company in the reasonable judgment good faith determination of the Company (and after notice consultation with its counsel): (i) would reasonably be expected to Parent(x) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (y) contravene any applicable Law (including Antitrust Law), providedfiduciary duty or binding Contract (including any confidentiality agreement to which the Company, that information its Subsidiaries or its Affiliates is a party); or (ii) is reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Information disclosed pursuant to this Section 6.1 shall be disclosed, as required above, disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 6.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Non-Disclosure Agreement, dated as of August 9, 2021, by and between the Company and Parent (the “Non-Disclosure Agreement”). All requests for information made pursuant to this Section 6.1 shall be directed to an executive officer of the Company or other person designated by the Company in writing. Nothing in this Section 6.1 will be construed to require the Company, its Subsidiaries or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Acceptance Time and Effective Time, (b) the termination of this Agreement pursuant to Section 7.1 and (c) such time as designees of Parent first constitute at least a majority of the Company Board pursuant to Section 1.3(a) (such period being referred to herein as the “Interim Period”), the Company shall, and shall cause its Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rightsoffices and other facilities, properties, Contracts and other documents and information relating to the Company and/or its SubsidiariesCompany; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its SubsidiariesCompany, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesCompany, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations)confidentiality; (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as doctrine; provided, that the Company has reasonably cooperated with Parent shall have used commercially reasonable efforts to permit such inspection obtain the consent of or its Affiliates and to disclose such information on in a basis way that does would not violate such applicable Law or waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawsprivilege.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) Subject to any applicable Legal Requirement and any reasonable response to the Acceptance Time COVID-19 virus (SARS-COV-2) (or any mutation or variation thereof or related health condition, or any related or associated epidemics, pandemics or disease outbreaks), Acquiror and (bits Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of the Company and each of its Subsidiaries in accordance with the provisions of this Section 5.1(a) as shall be reasonably necessary for the termination purpose of determining the Company’s continued compliance with the terms and conditions of this Agreement pursuant and preparing for the integration of Acquiror and the Company following the Effective Time. Acquiror and its Representatives may, during such period, make or cause to Section 7.1 (be made such period being referred reasonable investigation of the operations, records and properties of the Company and each of its Subsidiaries and of their respective financial and legal conditions as Acquiror shall deem reasonably necessary or advisable to herein as familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere with the “Interim Period”)normal operations of the Company or any of its Subsidiaries. Upon request, the Company shalland each of its Subsidiaries will furnish Acquiror or its Representatives attorneys’ responses to auditors’ requests for information regarding the Company or such Subsidiary, as the case may be, and shall cause such financial and operating data and other information reasonably requested by Acquiror (provided, such disclosure would not result in the waiver by the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by Acquiror or any of its Representatives toshall affect the representations and warranties made by the Company in this Agreement. This Section 5.1(a) shall not require the disclosure of any information to Acquiror the disclosure of which, in the Company’s reasonable judgment: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiarieswould be prohibited by any applicable Legal Requirement; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that would result in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions breach of any documents withheld agreement with any third party in accordance with effect on the foregoing sub-clause “(A)” to the extent the provision date of which does not breach any confidentiality obligations)this Agreement; (Biii) result in a violation of applicable Lawrelate to pending or threatened litigation or investigations; or (Civ) result if disclosure might otherwise affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in loss of legal protectionthe preceding sentence shall apply, the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the attorney-client privilege confidentiality of sensitive material and work product doctrine (so long as the Company has reasonably cooperated to ensure compliance with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with any applicable Antitrust LawsLegal Requirement.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on the date of this Agreement Date and ending on as of the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to in accordance with Section 7.1 8 or the Acceptance Time (such period being referred to herein as the “Interim Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shall, and shall cause its Representatives Subsidiaries to: (ia) provide the Representatives of Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s its Representatives and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating assets and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the all existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent with such additional financialcopies of the existing books, operating records, Tax Returns, work papers and other data documents and information regarding relating to such Entity and its Subsidiaries as reasonably requested by Parent. During the Pre-Closing Period, the Company and/or its Subsidiariesand the Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with their respective chief financial officers and other officers responsible for the Company’s and Parent’s financial statements and the internal controls, respectively, to discuss such matters as the Company or Parent may reasonably requestdeem necessary or appropriate. Information obtained by Purchaser Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Tetraphase Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose such information without jeopardizing such privilege or contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will 4.1 shall be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) During the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause the respective Representatives of the Company and its Representatives Subsidiaries to: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its Subsidiaries’ respective Representatives, personnel, properties, assets and to all existing books, Contracts, records, filings, submissions, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or and its Subsidiaries; and (ii) furnish promptly provide to Parent and Parent’s and its Subsidiaries’ Representatives with such copies of the existing books, contracts, records, filings, submissions, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or and its Subsidiaries, and with such additional financial, operating and other data and information regarding the business, properties, and personnel of the Company and/or and its Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as to not interfere unreasonably with the normal operation of the business of the Company. Information obtained by Purchaser or Parent All requests for information made pursuant to this Section 5.1 will constitute “Confidential Information” 5.1(a) shall be directed to the executive officer or other Person designated by the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated November 12, 2014 and will be subject amended as of December 29, 2015, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit contrary, Parent and Purchaser shall not, and shall cause their respective Representatives not to, contact any inspectionemployee, consultant, customer, licensee, partner, supplier or to disclose any information, that in the reasonable judgment vendor of the Company (and after notice to Parent) would: (A) violate in connection with the Offer, the Merger or any of its or its Affiliates’ respective obligations under the other transactions contemplated by this Agreement without the Company’s prior written consent, and Parent and Purchaser acknowledge and agree that any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information contact shall be disclosed, as required above, subject to execution arranged and supervised by Representatives of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust LawsCompany.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on continuing until the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 9 or the Closing (such period being referred to herein as the “Interim Pre-Closing Period”), each of the Company Selling Shareholders shall, and each of the Selling Shareholders shall cause its Representatives toensure that the Acquired Companies and their respective Representatives, subject to the Confidentiality Agreement: (ia) upon reasonable advance notice, provide Parent the Purchaser and Parentthe Purchaser’s Representatives with reasonable access during normal business hours to the Company’s and its SubsidiariesAcquired Companies’ respective Representatives, properties, personnel and assets and to all existing books, records, Tax Returns, material operating Returns and financial reportsrelated supporting documents, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies; and (iib) promptly provide Parent act reasonably in providing the Purchaser and Parentthe Purchaser’s Representatives with copies (or permitting the Purchaser and the Purchaser’s Representatives to make copies) of such copies of the existing books, records, Tax ReturnsReturns and related supporting documents, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to each of the Company and/or its SubsidiariesAcquired Companies, and with such additional financial, operating and other data and information regarding each of the Company and/or its SubsidiariesAcquired Companies, as Parent the Purchaser may reasonably request; provided, however, that (i) the Selling Shareholders shall not be required to violate any Legal Requirement relating to confidentiality to which they, or the Acquired Companies, are subject, and such access and investigation shall be conducted in such a manner as not to interfere in any material respect with the operation of the Acquired Companies. Information obtained by During the Pre-Closing Period, the Purchaser (only in consultation and collaboration with the Company or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under a Selling Shareholder, and with the Confidentiality Agreement prior written consent of a Selling Shareholder, which consent shall not be unreasonably delayed or withheld) may make inquiries of Persons having business relationships with any of the Acquired Companies (including suppliers, licensors, distributors and will be subject customers) and each of the Selling Shareholders shall ensure that each of the Acquired Companies helps facilitate (and provides reasonable cooperation to the provisions of the Confidentiality Agreement. Nothing Purchaser in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parentconnection with) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawsinquiries.

Access and Investigation. Subject to the Confidentiality Agreement, during (a) During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 8 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Representatives to: (i) , provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its Subsidiaries’ respective Representatives, properties, designated personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; Company, and (ii) promptly provide Parent and Parent’s Representatives with such copies all reasonably requested information regarding the business of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts Company and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesCompany, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant , in each case for any reasonable business purpose related to this Section 5.1 will constitute “Confidential Information” the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Confidentiality Agreement supervision of appropriate personnel of the Company and will in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Any such access shall be subject to the provisions of the Confidentiality AgreementCompany’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing in this Section 5.1 will herein shall require the Company to permit any inspection, or to disclose any informationinformation to Parent if such disclosure would, that in the its reasonable judgment of the Company (discretion and after notice to ParentParent (i) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, (ii) contravene any applicable Legal Requirement or Contract (so long as required above, subject the Company has reasonably cooperated with Parent to execution of a joint defense agreement in customary form, to external counsel for Parent permit disclosure to the extent permitted by Legal Requirements or the contractual counterparty); provided, however, in the case of clause (ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably required for (in the purpose good faith belief of complying the Company (after consultation with applicable Antitrust Lawsoutside counsel)) be managed through the use of customary “clean room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Mutual Confidential Disclosure Agreement, effective as of January 7, 2020, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the execution and delivery of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the valid termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause its the respective Representatives of the Acquired Corporations to: (i) , provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its Subsidiaries’ respective designated Representatives, properties, properties and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; Acquired Corporations, and (ii) promptly provide Parent and Parent’s Representatives with such copies all reasonably requested information regarding the business of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts Acquired Corporations and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Confidentiality Agreement and will be subject to the provisions supervision of appropriate personnel of the Confidentiality AgreementAcquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Nothing in this Section 5.1 will herein shall require any of the Company to permit any inspection, or Acquired Corporations to disclose any informationinformation to Parent if such disclosure would, that in the Company’s reasonable judgment of the Company discretion (after consultation with its outside counsel) and after notice to ParentParent (i) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, (ii) contravene any applicable Legal Requirement (so long as required above, subject the Acquired Corporations have reasonably cooperated with Parent to execution of a joint defense agreement in customary form, to external counsel for Parent permit disclosure to the extent not prohibited by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound as of the date of this Agreement (so long as the Acquired Corporations have reasonably required cooperated with Parent and used their reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 4.1 shall require an Acquired Corporation to disclose any information to Parent or Parent’s Representatives if such information relates to the applicable portions of the minutes of the meetings of the Board of Directors or any committee thereof (including any presentations or other materials prepared by or for the purpose Board of complying with applicable Antitrust LawsDirectors or such committee thereof) where the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Recommendation Change. With respect to the information disclosed pursuant to this Section 4.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidential Disclosure Agreement, dated October 19, 2020, as amended by that Amendment No. 1, effective as of July 30, 2021, Amendment No. 2, effective as of August 20, 2021, Amendment No. 3, effective as of October 18, 2022, and Amendment No. 4, dated as of August 30, 2023 and effective as of January 1, 2023, by and between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 9.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company and its directors, employees and officers shall, and the Company shall cause direct its other Representatives to: of the Company, (ia) to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its SubsidiariesAcquired Companies’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related employees, other personnel, and assets and to Intellectual Property Rightsall existing books and records (provided, Contracts however, that any such access shall be conducted at Parent’s sole expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company) and (b) to furnish to Parent such financial and operating data and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or , provided, that Parent pursuant to this Section 5.1 will constitute “Confidential Information” under and its Representatives shall use such access and information solely for the Confidentiality Agreement and will be subject to the provisions purpose of the Confidentiality consummation of the Transactions and post-Closing integration planning or otherwise for purposes of exercising Parent’s rights or remedies under this Agreement. Nothing in this Section 5.1 will The foregoing notwithstanding, nothing herein shall require the Company to permit any inspection, or to disclose any information, that in information to the reasonable judgment extent the disclosure of the Company such information would jeopardize any attorney-client or other legal privilege or contravene any applicable Law (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (including Antitrust Law); provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated cooperate with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect theretothereto or contravene such applicable Law. No investigation pursuant to this Section 6.1 shall affect, or be deemed to modify or waive, any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto or otherwise limit or affect the remedies available to Parent or Purchaser pursuant to this Agreement. All requests for access pursuant to this Section 6.1 must be directed to the Chief Business Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Purchaser shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), provided, and Parent and Purchaser acknowledge and agree that information any such contact shall be disclosed, as required above, subject to execution arranged by and with a representative of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust LawsCompany participating.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on the date of this Agreement Date and ending on as of the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to in accordance with Section 7.1 8 or the Effective Time (such period being referred to herein as the “Interim Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause its Representatives each of their respective Subsidiaries to: (ia) provide Parent and Parent’s the Representatives of the other party with reasonable access during normal business hours to the Company’s its Representatives and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating assets and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the all existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Company, as the case may be; and (b) provide the Representatives of the other party with such additional financialcopies of the existing books, operating records, Tax Returns, work papers and other data documents and information regarding relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be. During the Pre-Closing Period, the Company and/or its Subsidiariesand the Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with their respective chief financial officers and other officers responsible for the Company’s and Parent’s financial statements and the internal controls, respectively, to discuss such matters as the Company or Parent may reasonably requestdeem necessary or appropriate. Information obtained by Purchaser Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Tetraphase Companies or Parent or Merger Sub in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose such information without jeopardizing such privilege or contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will 4.1 shall be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the execution and delivery of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the valid termination of this Agreement pursuant to Section 7.1 8 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its the Company’s Representatives to: (i) to provide Parent Parent, Purchaser and Parent’s each of their respective Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and its Subsidiaries’ respective Representatives, assets and properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the all existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its SubsidiariesEntities, and promptly provide Parent, Purchaser and each of their respective Representatives with all reasonably requested information regarding the business of the Company Entities and such additional financial, operating operating, Tax and other data and information regarding the Company and/or its SubsidiariesEntities, as Parent and/or Purchaser and/or their respective Representatives may reasonably request. Information obtained by Purchaser or Parent pursuant , in each case for any reasonable business purpose related to this Section 5.1 will constitute “Confidential Information” the consummation of the Transactions (including with respect to integration planning related thereto); provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Confidentiality Agreement and will be subject to the provisions supervision of appropriate personnel of the Confidentiality AgreementCompany and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company Entities. Nothing in this Section 5.1 will herein shall require the Company to permit any inspection, or to disclose any informationinformation to Parent if such disclosure would, that in the Company’s reasonable judgment of the Company (discretion and after notice to ParentParent (i) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent and Purchaser and has used reasonable best efforts to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, or (ii) contravene any applicable Legal Requirement (so long as required above, subject the Company has reasonably cooperated with Parent and Purchaser and has used reasonable best efforts to execution of a joint defense agreement in customary form, to external counsel for Parent permit disclosure to the extent reasonably required permitted by Legal Requirements). Notwithstanding the foregoing, nothing in this Section 5.1 shall require the Company to disclose any information to Parent or Parent’s Representatives if such information relates to the applicable portions of the minutes of the meetings of the Board of Directors or any committee thereof (including any presentations or other materials prepared by or for the purpose Board of complying with applicable Antitrust LawsDirectors or such committee thereof) where the Board of Directors or committee thereof discussed (x) the Transactions, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Mutual Confidentiality Agreement, dated March 3, 2023, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. Subject to The Seller shall give the Confidentiality AgreementPurchaser and its representatives (including the Purchaser’s accountants, during the period commencing on the Agreement Date counsel, consultants, employees, and ending on the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein other representatives as the “Interim Period”)Purchaser may designate from time to time) and representatives of the Purchaser’s financing sources, the Company shall, upon reasonable notice and shall cause its Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours and without unreasonable interference with the operation of the Business, full access to the Company’s and its Subsidiaries’ respective RepresentativesOwned Real Property, propertiesthe Leased Real Property, Contracts, Purchased Assets, books, records, Tax Returnsand affairs of the Seller, material operating and financial reportsprovided that the Purchaser will not (i) be permitted to conduct subsurface testing on any Owned Real Property or Leased Real Property, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies influence or control, or seek to influence or control, customer pricing decisions by the Business’ management or (iii) control or direct the business operations of the booksBusiness prior to the Closing Date. From the date hereof and up to and including the Closing Date, the Seller shall and shall cause members of the Seller Group and its and their respective officers and employees to furnish to the Purchaser all documents, records, Tax Returns, work papers, files and information (and copies thereof) related to Intellectual Property Rights, Contracts the Business and other documents and information relating to the Company and/or Purchased Assets as the Purchaser or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent representatives may reasonably request. Information obtained The Seller shall provide the Purchaser and its representatives access to the Employees to the extent necessary to permit the Purchaser to comply with its obligations under Article 10. From the date hereof and following the Closing Date, the Seller shall use its reasonable best efforts to provide the Purchaser, and shall exercise the Seller’s rights under the Alcan Transaction Document to cause Rio Tinto to provide the Purchaser, such financial and other information as is reasonably required by the Purchaser to enable the Purchaser to prepare (i) unaudited statements of operations of the Business for the three months ended March 31, 2010 and 2009 (or Parent other interim periods during these periods which may be required), (ii) audited statements of (A) the assets acquired and liabilities assumed pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement as at December 31, 2009 and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (2008 and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege revenues and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent direct expenses attributable to the extent reasonably required Business for each of the purpose three years in the period ended December 31, 2009 and (iii) footnotes to the financials thereto, all of complying with applicable Antitrust Laws(i) - (iii) being prepared in adequate detail to meet Purchaser’s SEC reporting requirements.

Access and Investigation. Subject to From the Confidentiality Agreement, during the period commencing on the date of this Agreement Date and ending on until the earlier to occur of (a) the Acceptance Time and (b) the Closing Date or termination of this Agreement Agreement, Parent shall cause the Rodeo Entities to allow Buyer and its Representatives reasonable access, at all reasonable times during normal business hours, upon reasonable notice, to the officers, employees and other personnel, attorneys, accountants, lenders and other representatives, records and files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position and results of operations, or otherwise pertaining to the business, operations, and affairs of the Rodeo Entities and the Business, including inspection of such properties. Notwithstanding the foregoing, neither Rodeo nor any of its Affiliates shall be required to provide any information that (x) it reasonably believes it may not provide to Buyer by reason of Legal Requirements, (y) the disclosure of which would reasonably be expected to jeopardize applicable attorney/client privilege or work product protections; provided that Buyer and Parent shall consider in good faith on a case by case basis whether such privilege or protection may be preserved by entering into a common interest agreement, joint defense agreement or similar arrangement, or (z) it is required to keep confidential by reason of contract or agreement with third parties, provided that in lieu of providing any such contract or agreement Rodeo provides Buyer with a reasonably detailed summary of the material terms thereof. All requests for site visits and related discussions or questions regarding procedures shall be coordinated with the Chief Accounting Officer of Seller, unless such individual directs otherwise, and in no event shall Buyer or anyone on Buyer’s behalf communicate with any past, present or prospective supplier, customer, consultant, creditor, bank or employee of Seller, any Rodeo Entity or the Business, or with any Governmental Entity, concerning or related to the Transactions, unless Parent consents in advance to such communication, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the term “inspection” herein shall not encompass, and neither Buyer nor its Representatives shall be entitled to conduct (except as may be consented to in writing by Parent in its sole discretion), any Phase I review (whether conducted pursuant to Section 7.1 (such period being referred to herein as applicable ASTM standards or otherwise) or any invasive, surface or subsurface testing or sampling, whether contemplated by any on-site investigation conducted in accordance with the “Interim Period”current ASTM standards for the conduct of a Phase II on-site investigation or otherwise, including any soil borings, hand borings, geoprobes, test pits or monitoring xxxxx. IN CONNECTION WITH ANY ENVIRONMENTAL DUE DILIGENCE, SUBJECT TO SECTIONS 7.2(d) and 7.2(f)(vii), BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD PARENT, SELLER, RODEO AND EACH OF THE BUYER-INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES (AS DEFINED IN SECTION 10.2(a)(i) AND BELOW IN THIS SECTION 5.1) ARISING OUT OF OR RELATING TO THE DUE DILIGENCE CONDUCTED BY, BUT ONLY TO THE EXTENT CAUSED BY, BUYER, BUYER’S AFFILIATES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATES’ BEHALF, IN CONNECTION WITH ANY REAL PROPERTY SITE VISITS, REAL PROPERTY SITE INSPECTIONS AND ANY SAMPLING OF ANY ENVIRONMENTAL MEDIA FROM ANY REAL PROPERTY (IF AND TO THE EXTENT SELLER CONSENTS TO SUCH ACTIVITIES). Without limiting the Company foregoing, for purposes of this Section 5.1, “Damages” includes demands, claims, lawsuits, causes of action, losses, investigations and other proceedings, and other elements of “Damages” related thereto, brought by or asserted by Rodeos’ customers and the owners of any affected Leased Real Property. Buyer shall, and shall cause its Representatives to: (i) provide Parent and Parent’s Representatives , in connection with reasonable access during normal business hours to the Company’s and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies conduct of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing due diligence investigations described in this Section 5.1 will require 5.1, comply fully with all rules, regulations, policies and instructions reasonably issued by Parent, Seller or any Rodeo Entity and provided to Buyer regarding such Person’s actions while upon, entering or leaving any Real Property. Buyer shall not, and shall cause its Representatives not to, unreasonably interfere with the Company to permit any inspection, or to disclose any information, that in the reasonable judgment day-to-day operations of the Company (and after notice to Parent) would: (A) violate Business in conducting any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawsdue diligence activities.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on through the earlier of (a) the Acceptance Effective Time and (b) or the termination of date upon which this Agreement pursuant to Section 7.1 is validly terminated (such period being referred to herein as the “Interim "Pre-Closing Period”"), the Company shall, and shall cause its the respective Representatives to: of the Acquired Corporations to (ia) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours to the Company’s and its Subsidiaries’ respective Acquired Corporations' Representatives, properties, personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its Subsidiaries; Acquired Corporations and (iib) promptly provide Parent and Parent’s 's Representatives with such copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under Without limiting the Confidentiality Agreement and will be subject to the provisions generality of the Confidentiality Agreement. Nothing in this Section 5.1 will require foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to permit its stockholders; (iii) any inspectionmaterial notice, document or other communication sent by or on behalf of any of the Acquired Corporations to disclose any information, party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the reasonable judgment ordinary course of the Company (business and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts consistent with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligationspast practices); (Biv) result any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in a violation connection with the Merger or any of applicable Lawthe other transactions contemplated by this Agreement; and (v) any material notice, report or (C) result in loss other document filed with or sent to any Governmental Body on behalf of legal protection, including any of the attorney-client privilege and work product doctrine (so long as Acquired Corporations or received by any of the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust LawsAcquired Corporations from any Governmental Body.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 8.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause its the respective Representatives of such Acquired Corporation to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its Subsidiaries’ respective Representatives, personnel, Leased Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Acquired Corporations, including copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Confidentiality Agreement and will be subject to the provisions supervision of appropriate personnel of the Confidentiality AgreementCompany and in such a manner as not to unreasonably interfere with the normal operation of the business of the applicable Acquired Corporation. Nothing in this Section 5.1 will herein shall require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment good faith judgement of the Company would (and after notice to Parenti) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Legal Requirement, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Legal Requirement, agreement or duty); or (iii) unreasonably disrupt the operations of the Acquired Corporations; provided, further, that information described in the foregoing clause (i), shall be disclosed, as required above, disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws.. With respect to the information disclosed

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on the date of this Agreement Date and ending on as of the earlier of (a) the Acceptance Effective Time and (b) or the earlier termination of this Agreement pursuant to Section 7.1 8 (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, shall and shall cause its the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours hours, on reasonable prior notice, to the Company’s personnel and its Subsidiaries’ respective Representatives, properties, assets of the Acquired Corporations and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations; and (iib) promptly provide or make available to Parent and Parent’s Representatives with Representatives, at Parent’s expense, such copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, Acquired Corporations and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, Acquired Corporations as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under Without limiting the Confidentiality Agreement generality of the foregoing, during the Pre-Closing Period and will be subject to applicable Antitrust Laws, the provisions Company and Parent shall promptly provide the other party with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of the Confidentiality Agreement. Nothing Company, Parent or Merger Sub, as applicable, in this Section 5.1 will connection with the Merger or any of the other Contemplated Transactions The foregoing shall not require the Company to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the reasonable judgment disclosure of any trade secrets of third parties or the violation of any obligations of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that or non-disclosure if the Company shall use commercially have used reasonable efforts during to obtain the Interim Period consent of such third party to provide Parent with redacted versions such inspection or disclosure, (ii) the waiver of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege or (iii) the violation of any applicable Legal Requirement;. Without limiting the generality of the foregoing, during the Pre-Closing Period and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws., the Company shall promptly provide Parent with:

Access and Investigation. Subject to the Confidentiality Agreement, during (a) During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 8 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Companies shall, and shall cause its the respective Representatives to: (i) of the Acquired Companies to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its Subsidiaries’ respective Representatives, properties, designated personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; Acquired Companies, and (ii) promptly provide Parent and Parent’s Representatives with such copies all reasonably requested information regarding the business of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts Acquired Companies and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Companies, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant , in each case for any reasonable business purpose related to this Section 5.1 will constitute “Confidential Information” the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Confidentiality Agreement and will be subject to the provisions supervision of appropriate personnel of the Confidentiality AgreementAcquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies. Nothing in this Section 5.1 will herein shall require any of the Company to permit any inspection, or Acquired Companies to disclose any informationinformation to Parent if such disclosure would, that in the its reasonable judgment of the Company (discretion and after notice to ParentParent (i) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, ) or (ii) contravene any applicable Legal Requirement or Contract (so long as required above, subject the Acquired Companies have reasonably cooperated with Parent to execution of a joint defense agreement in customary form, to external counsel for Parent permit disclosure to the extent permitted by Legal Requirements or the contractual counterparty); provided, however, in the case of clause (ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably required for (in the purpose good faith belief of complying the Company (after consultation with applicable Antitrust Lawsoutside counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Mutual Confidentiality Agreement, effective as of February 10, 2017, as amended on August 20, 2017, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause its the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its Subsidiaries’ respective Representatives, propertiespersonnel, and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Acquired Corporations, including copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Confidentiality Agreement and will be subject to the provisions supervision of appropriate personnel of the Confidentiality AgreementAcquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Nothing in this Section 5.1 will herein shall require the Company to permit any inspection, or Acquired Corporations to disclose any informationinformation to Parent if such disclosure would, that in the its reasonable judgment of the Company discretion (and after notice to Parenti) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company Acquired Corporation has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Acquired Corporation or its Affiliates is a party) (so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Legal Requirement, agreement or duty (to the extent commercially practicable)); provided, providedfurther, that information shall may be disclosed, as required above, disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent Parent, to the extent the Acquired Corporation determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 4.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated February 9, 2017, between the Company and Allergan, Inc. (the “Confidentiality Agreement”).

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on the date of this Agreement Date and ending on as of the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 or the Effective Time (such period being referred to herein as the “Interim Pre-Closing Period”), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts of the Company as of the date hereof, upon reasonable notice the Company shall, and shall cause its Subsidiaries to: (a) provide Parent and its Representatives with reasonable access during normal business hours to the Company and its Representatives and to the assets of the Company and its Subsidiaries, including all existing books, records, Tax Returns, work papers and other documents and information relating to the Company or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide Parent and its Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries as reasonably requested by Parent. During the Pre-Closing Period, the Company shall, and shall cause its Representatives to: (i) provide Parent , cause its senior officers to meet, upon reasonable notice and Parent’s Representatives with reasonable access during normal business hours to hours, with its chief financial officer and other officers responsible for the Company’s financial statements and its Subsidiaries’ respective Representativesthe internal controls, propertiesrespectively, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with discuss such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, matters as Parent may reasonably requestdeem necessary or appropriate in order to enable Parent to comply following the Closing with the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Information obtained by Purchaser Subject to Section 6.7 and without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company and Parent shall promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Alaska Corporations, Parent or Merger Sub, respectively, in connection with the Offer, the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose such information to the extent possible without jeopardizing such privilege or contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will shall be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on through the earlier to occur of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 in accordance with its terms (such period being referred to herein as the “Interim Pre-Closing Period”), subject to applicable Legal Requirements and antitrust laws, data privacy/protection Legal Requirements and regulations relating to the exchange of information, the Company shall, and shall cause its the Representatives of the Acquired Companies to: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours upon reasonable advance notice to the Company’s and its Subsidiaries’ respective Representatives, properties, personnel and assets of the Acquired Companies and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies; and (ii) promptly provide make available to Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Companies, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under Without limiting the Confidentiality Agreement and will be generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the provisions exchange of the Confidentiality Agreement. Nothing in this Section 5.1 will require information, the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) wouldshall promptly provide Parent with copies of: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that all material operating and financial reports prepared by the Company shall use commercially reasonable efforts during for the Interim Period to provide Parent with redacted versions Company Board, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries and the related unaudited monthly consolidated statements of operations, statements of shareholders’ equity and statements of cash flows and (2) copies of any documents withheld in accordance with sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations)Company Board; (B) result in a violation any written materials or communications sent by or on behalf of applicable Lawthe Company to its shareholders; or (C) result in loss any material notice, document or other communication sent by or on behalf of legal protection, including any of the attorney-client privilege Acquired Companies to any party to any Acquired Company Contract (other Excluded Contracts) or sent to any of the Acquired Companies by any party to any Acquired Company Contract (other than Excluded Contracts and work product doctrine (so long as any communication that relates solely to commercial transactions between the Company has reasonably cooperated and the other party to any such Acquired Company Contract and that is of the type sent in the ordinary course of business and consistent with Parent past practices); (D) any notice, report or other document filed with or delivered or sent to permit such inspection any Governmental Body in connection with the Merger or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by any of the Acquired Companies from any Governmental Body. Any review conducted pursuant to disclose such information on the access contemplated by this Section 5.1 shall be conducted in a basis manner that does not waive such privilege unreasonably interfere with respect thereto), provided, that information shall be disclosed, as required above, subject to execution the conduct of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for business of the purpose Acquired Companies or damage or destroy any material property or assets of complying with applicable Antitrust Lawsthe Acquired Companies.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on the date of this Agreement Date and ending on as of the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 or the Effective Time (such period being referred to herein as the “Interim "Pre-Closing Period”"), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause its Representatives each of their respective Subsidiaries to: (ia) provide Parent and Parent’s the Representatives of the other party with reasonable access during normal business hours to the Company’s its Representatives and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating assets and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the all existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Company, as the case may be; and (b) provide the Representatives of the other party with such additional financialcopies of the existing books, operating records, Tax Returns, work papers and other data documents and information regarding relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be. During the Pre-Closing Period, the Company and/or its Subsidiariesand Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with their respective chief financial officers and other officers responsible for the Company's and Parent's financial statements and the internal controls, respectively, to discuss such matters as the Company or Parent may reasonably requestdeem necessary or appropriate in order to enable Parent to comply following the Closing with the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Information obtained by Purchaser Subject to Section 5.7 and without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company and Parent shall promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Alamo Corporations or the Abeline Corporations, respectively, in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or the Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose such information to the extent possible without jeopardizing such privilege or contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will 4.1 shall be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the Agreement Date and ending on the earlier of (a) the Acceptance Time and (b) the termination date of this Agreement pursuant through the Effective Time (the "Pre-Closing Period"), subject to Section 7.1 (such period being referred applicable Antitrust Laws relating to herein as the “Interim Period”)exchange of information, the Company shall, and shall cause its the respective Representatives of the Acquired Corporations, to: (i) provide Parent and Parent’s Representatives 's Representatives, through the Chief Executive Officer of the Company and his direct reports (the "Senior Operating Committee"), with reasonable access during normal business hours to the Acquired Corporations' Representatives and personnel, including the Company’s 's officers responsible for the preparation of the financial statements, internal controls and its Subsidiaries’ respective Representativesdisclosure controls and procedures of the Acquired Corporations, properties, and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations; and (ii) promptly provide Parent and Parent’s 's Representatives with such copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, all as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under Without limiting the Confidentiality Agreement and will be subject to the provisions generality of the Confidentiality Agreement. Nothing in this Section 5.1 will require foregoing, during the Pre-Closing Period, the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) wouldshall promptly provide Parent with copies of: (A) violate any of its all material monthly or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that other periodic operating and financial reports prepared by the Company shall use commercially reasonable efforts during and its Subsidiaries for one or more members of the Interim Period to provide Parent with redacted versions Senior Operating Committee in the ordinary course of business or for the Board of Directors of the Company or any committee thereof, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated Subsidiaries and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (2) copies of any documents withheld in accordance with strategic development plans, write-off reports (if any), hiring reports and capital expenditure reports prepared for the foregoing sub-clause “(A)” to one or more members of the extent the provision of which does not breach any confidentiality obligations)Senior Operating Committee; (B) result in a violation any written materials or communications sent by or on behalf of applicable Lawthe Company to its stockholders; or (C) result in loss any material notice or document sent by or on behalf of legal protection, including any of the attorney-client privilege and work product doctrine Acquired Corporations to any party to any Material Contract or sent to any of the Acquired Corporations by any party to any Material Contract (so long as other than any communication that relates solely to commercial transactions between the Company has reasonably cooperated and the other party to any such Material Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (D) any notice, report or other document filed with or sent to any Governmental Body in connection with the Merger or any of the other Contemplated Transactions; and (E) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body. Without limiting the generality of the foregoing, during the period from the date of this Agreement through the Effective Time, Parent shall be permitted to permit perform environmental reviews (including subsurface testing) of the properties of the Acquired Corporations; provided, however, that Parent shall not conduct any subsurface testing unless (a) such inspection testing is directly related to a finding of a "Recognized Environmental Condition" contained in any Phase I environmental site assessment conducted by Parent or delivered to disclose Parent pursuant to Section 2.14(g) hereunder or the existence of an obvious environmental condition, (b) Parent promptly provides a copy of all data and reports obtained from such information on a basis that subsurface sampling to the Company and (c) Parent does not waive disclose or otherwise report the results of such privilege sampling to any third party or Governmental Body (i) unless Parent concludes that such disclosure or report is required by Environmental Law and (ii) Parent first provides the Company with respect thereto), provided, that information shall be disclosed, as required above, subject a reasonable opportunity to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawsmake such disclosure or report.

Access and Investigation. Subject to Between the Confidentiality Agreement, during the period commencing on the Agreement Effective Date and ending on the earlier of (a) the Acceptance Time Closing Date and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”)upon reasonable advance notice from Purchaser, the Company shallClorox Parent will, and shall will cause each Business Operating Entity and its Representatives to: (i) provide Parent , afford Purchaser, its lenders and Parent’s their respective Representatives with reasonable access during normal business hours to the Company’s and its Subsidiariessuch Business Operating Entities’ respective Representativespersonnel, properties, booksContracts, records, Tax Returns, material operating books and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts records and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding related to the Company and/or its Subsidiaries, Business as Parent Purchaser may reasonably request. Information All information obtained by Purchaser or Parent Purchaser, its lenders and their respective Representatives pursuant to this Section 5.1 will constitute “Confidential Information” under shall be kept confidential in accordance with the Confidentiality Agreement and will Section 5.13. Notwithstanding the foregoing, none of Clorox Parent, its Affiliates or their Representatives shall be subject required to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company provide access to permit any inspection, or to disclose any information, property or personnel if (a) such Party believes in good faith that such access is subject to any confidentiality obligations or would be reasonably likely to jeopardize such Party’s attorney-client, work product or similar legal privilege; (b) any applicable Law, in the reasonable good faith judgment of the Company (and after notice such Party, may require such party to Parent) would: (A) violate restrict or prohibit access to any of its such information, properties or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Lawpersonnel; or (Cc) result in loss such access would unreasonably disrupt the businesses and operations of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent Party. Prior to the extent reasonably required Closing, (x) none of Purchaser, its Affiliates, its shareholders, its lenders, or any of the Representatives of the foregoing shall contact or communicate, directly or indirectly, with any customer or supplier of the Business for the purpose of complying discussing the Business or the Contemplated Transactions without, in each such instance, obtaining the express prior written consent of Clorox Parent (such consent not to be unreasonably conditioned, withheld or delayed) and permitting Clorox Parent to fully participate in any and all conferences, telephone conversations and other communications between Purchaser, its Affiliates, its shareholders, its lenders or any Representatives of the foregoing and any such customer or supplier and (y) Purchaser shall, and shall cause its Affiliates or Representatives to, promptly provide Clorox Parent with applicable Antitrust Lawscopies of all written and electronic communications between such Persons and any such customer or supplier.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) During the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause its Representatives toensure that each of the other Acquired Companies: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its SubsidiariesAcquired Companies’ respective Representativespersonnel, properties, facilities and assets and to all existing books, records, Tax Returns, material operating and financial reportsContracts, permits, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, Contracts, permits, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Companies, as Parent may reasonably request. Information obtained by Purchaser ; (iii) instruct the employees, counsel, accountants and other Representatives, in each case, as appropriate or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions relevant, of the Confidentiality Agreement. Nothing Acquired Companies to reasonably cooperate with and make themselves reasonably available to Parent in this Section 5.1 will require good faith in connection with the foregoing; and (iv) maintain in operation the electronic data room(s) made available by the Company to permit Parent and its Representatives in connection with the Contemplated Transactions and continue to provide Parent and its Representatives with access through such electronic data room(s) to all information contained therein as of the date of this Agreement to the same extent provided prior to the date hereof, and (v) promptly notify Parent of the commencement of any inspectionmaterial Legal Proceeding the commencement of which Parent has not previously been notified by the Company or its Representatives and provide periodic briefings at the request of Parent to update Parent at a reasonable level of detail on the status of any material Legal Proceeding or material claim threatened, commenced or asserted against or with respect to any of the Acquired Companies, or to disclose any informationmaterial developments in ongoing material Legal Proceedings of the Acquired Companies, that in the reasonable judgment case of the Company foregoing clause (and after notice to Parent) would: i), (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (providedupon reasonable advance notice, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld normal business hours, in accordance with reasonable procedures established by Parent and the foregoing sub-clause “(A)” Company and in a manner that does not unreasonably interfere with the normal operation of the business of the Acquired Companies, including any reasonable procedures established by the Acquired Companies in response to the extent the provision of which does not breach any confidentiality obligations)COVID-19 pandemic; (B) result in a violation of applicable Lawas Parent may reasonably request for purposes reasonably related to the Contemplated Transactions; or (C) result in loss of legal protectionwhich shall exclude any invasive testing or evaluation, including any Phase II environmental testing; and (D) which shall be at Parent’s sole cost and expense. Without limiting the attorneygenerality, in each case of the foregoing, during the Pre-client privilege and work product doctrine (so long as Closing Period, the Company has reasonably cooperated shall promptly provide Parent, upon request, with Parent copies of: (x) any written materials or communications sent by or on behalf of the Company to permit such inspection its stockholders; and (y) any notice, report or other document filed with or sent to any Governmental Authority on behalf of any of the Acquired Companies in connection with the Merger or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution any of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawsother Contemplated Transactions.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Offer Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 8.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Acquired Corporations to the Company’s and its SubsidiariesAcquired Corporations’ respective Representatives, propertiespersonnel, properties and assets and to all existing books, records, Contracts, Tax Returns, material operating and financial reportsEmployee Plans, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Acquired Corporations, including copies of the existing books, records, Contracts, Tax Returns, Employee Plans, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Confidentiality Agreement and will be subject to the provisions supervision of appropriate personnel of the Confidentiality AgreementCompany and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing in this Section 5.1 will herein shall require the Company to permit any inspection, or to disclose any informationinformation to Parent if such disclosure would, that in the its reasonable judgment of the Company discretion (and after notice to Parenti) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party); provided, providedfurther, that information shall be disclosed, as required above, disclosed subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with,all of its obligations under the Confidentiality Agreement dated June 23, 2014, between the Company and Koninklijke Philips N.V. (the “Confidentiality Agreement”).

Access and Investigation. Subject to Between the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Acceptance Time and (b) the termination date of this Agreement and the Closing Date or the date, if any, on which this Agreement is terminated pursuant to Section 7.1 9.1 (such period being referred to herein as the “Interim PeriodTermination Date”), Seller will, and will cause the Company shall, and shall cause its Representatives to: (i) provide Parent , afford Buyer and Parent’s its Representatives with reasonable access during normal business hours to the Company’s and its Subsidiaries’ respective Representativespersonnel, properties, bookscontracts, books and records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and data. Notwithstanding the foregoing, Seller shall not be required to afford such access if it would (a) unreasonably disrupt the operations of Seller and/or its Subsidiaries, the Company, or the Business, (b) cause a violation of any agreement to which a Seller Entity or the Company or Buyer or any of its Subsidiaries is a party, (c) cause a significant risk, in the reasonable judgment of Seller, of a loss of privilege to the disclosing party, or any of its Subsidiaries or (d) constitute a violation of any applicable Legal Requirements, nor shall Buyer or any of its Representatives be permitted to perform any invasive onsite environmental procedure with respect to any property of any Seller Entity or the Company. Buyer acknowledges and agrees that any documents delivered to Buyer pursuant to this Agreement or otherwise to facilitate any inspections, studies, investigations, and other due diligence activities (“Studies”) with respect to the Company as Buyer may elect to make or obtain shall be delivered to Buyer without any representations or warranties by Seller. Buyer expressly agrees that (y) any documents and information furnished by Seller to Buyer are for informational purposes only and without representation or warranty as to their accuracy or the completeness of their contents; and (z) Buyer will not rely on such documents and information and will conduct its own due diligence and Studies relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent the Business and Parent’s Representatives with to all matters referred to in such documents and information. In the event that the transaction contemplated by this Agreement does not close, Buyer shall return to Seller all copies of all documents, reports, written materials and Studies which are in the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts possession of Buyer (or any of its Representatives) and other documents and information relating which relate in any way to the Company and/or its Subsidiariesor the Business and will destroy all copies of any analyses, compilations, studies or other documents prepared by Buyer or for Buyer’s internal use that reflect such materials; provided, however, that Buyer shall not be required to provide to Seller any documents, reports, written materials and Studies that constitute attorney work product prepared by or Buyer in connection with the transactions contemplated hereunder, but shall destroy such additional financialmaterials. Within ten (10) days after the request of the Seller, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser Buyer shall certify in writing that all materials which shall have been returned or Parent destroyed pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, have been so returned or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawsdestroyed.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on the date of this Agreement Date and ending on continuing until the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 Article 9 and the Closing (such period being referred to herein as the “Interim Pre-Closing Period”), the Company Seller shall, and shall cause its ensure that the Representatives tothereof: (ia) promptly, upon reasonable advance written request (email being sufficient), provide Parent Purchaser and ParentPurchaser’s Representatives with reasonable access during normal business hours to the CompanySeller’s and its Subsidiaries’ respective Representatives, propertiespersonnel, assets, and properties and to all books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesCystinosis Business or any Transferred Asset or Licensed IP; and (iib) promptly promptly, upon reasonable advance written request (email being sufficient), provide Parent Purchaser and ParentPurchaser’s Representatives with such copies of the such books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesCystinosis Business or any Transferred Asset or Licensed IP, and with such additional financial, operating and other data and other information regarding the Company and/or its SubsidiariesCystinosis ACTIVE/123404471.12 Business or any Transferred Asset or Licensed IP, as Parent Purchaser may reasonably request. Information obtained by Without limiting the forgoing, during the Pre-Closing Period the Seller shall provide Purchaser or Parent pursuant with reasonable access to, and shall make its employees reasonably available for, knowledge transfer, training sessions and general informational meetings, and the Seller shall provide information reasonably requested to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject facilitate Purchaser’s integration activities with respect to the provisions Contemplated Transactions, including Purchaser performing activities as are reasonably necessary in order to ensure the orderly transition of the Confidentiality AgreementTransferred Assets and Assumed Liabilities from the Seller to Purchaser, effective from and after the Closing. Nothing All access provided during the Pre-Closing Period to Purchaser by the Seller shall be in this Section 5.1 will require such a manner as not to unreasonably interfere with the Company normal operation of the business of the Seller, and solely at Purchaser’s expense; provided, however, that the Seller shall not be required to permit any inspectioninspection or other access, or to disclose any informationinformation to the extent: (i) such disclosure would, that in the reasonable judgment of the Company (Seller and after notice to Parent) wouldPurchaser: (Aa) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of its or its Affiliates’ respective obligations under any Contracts the Seller with respect to confidentiality confidentiality, non-disclosure or privacy; (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” c) jeopardize protections afforded to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including Seller under the attorney-client privilege and or the attorney work product doctrine doctrine; (so long as d) violate any Legal Requirement; provided, further, that the Company has reasonably cooperated with Parent Seller shall use its commercially reasonable efforts to obtain any required consents or make alternative arrangements to permit such inspection of inspection, access or to disclose such information on disclosure in a basis manner that does not waive give rise to the consequences referred to in the foregoing clauses (a) through (d); or (ii) without limiting the rights of Purchaser and the obligations of Seller under Section 5.3, such privilege information is included in the minutes of the meetings of the Board of Directors or its committees and relates to the discussion by the Board of Directors or any applicable committee of the Contemplated Transactions or any similar transaction between the Seller and any other Person (including any presentations or other materials prepared by or for the Board of Directors, whether in connection with respect theretoa specific meeting, or otherwise relating to such subject matter), ; provided, further that any such access shall be afforded and any such information shall be disclosedfurnished solely at Purchaser’s expense; provided, as required above, further that any access to the properties of the Seller shall be subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawstheir reasonable security measures.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the Agreement Date and ending on the earlier of (a) the Acceptance Time and (b) the termination date of this Agreement pursuant to Section 7.1 through the Effective Time (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause its Representatives to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its Subsidiaries’ respective Representatives, properties, personnel and Assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its Subsidiariesduring normal business hours; and (iib) promptly provide Parent and Parent’s Representatives with such copies of of, or access to, the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesCompany, and with such additional financial, operating and other data and information regarding the Company and/or and its Subsidiariesfinancial condition, as Parent may reasonably request; (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Company; (d) permit Parent and Parent’s Representatives to have reasonable access to the facilities and offices of the Company during normal business hours, to observe the operations of the Company and to conduct engineering and environmental investigations; (e) permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Company to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under applicable Law; and (e) permit Parent and its Representatives to contact customers, suppliers and landlords of the businesses of the Company. Information obtained Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by Purchaser the Company during the Pre-Closing Period with the SEC (other than reports, schedules, registration statements and documents filed in a publicly available format in the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) database), (ii) a copy of the unaudited monthly balance sheet of the Company and the related unaudited monthly statement of operations, and, if prepared, statement of cash flows, in each case within 15 days after the end of each calendar month; (iii) subject to applicable Law, copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of the Company in connection with the Merger or any of the other transactions contemplated hereby; and (iv) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, if it becomes aware of (a) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (b) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (c) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Section 6: impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (d) the commencement of any litigation or Proceeding against or affecting this Agreement or the Merger. Parent and Acquisition Sub shall during the Pre-Closing Period give prompt written notice to the Company if they become aware of (a) any representation or warranty made by them contained in this Agreement becoming untrue or inaccurate in any material respect, (b) the failure by them to comply with or satisfy in any material respect any covenant, condition or 39 agreement to be complied with or satisfied by them under this Agreement, (c) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Section 6 impossible or unlikely or that has had or would reasonably be expected to have a Parent Material Adverse Effect, and (d) the commencement of any litigation or Proceeding against or affecting this Agreement or the Merger. Notwithstanding anything in this Section 4.1 to the contrary, no notice, report or document given pursuant to this Section 5.1 will constitute “Confidential Information” under 4.1 shall have any effect on the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing representations, warranties, covenants or agreements contained in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment Agreement for purposes of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions determining satisfaction of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawscondition contained herein.

Access and Investigation. Subject to Seller has previously, and between the Confidentiality Agreementdate ------------------------ of this Agreement and the Closing Date, during Seller will, and will cause the period commencing on the Agreement Date Company and ending on the earlier of its Representatives to, (a) the Acceptance Time afford Buyer and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”), the Company shall, and shall cause its Representatives to: and prospective lenders and their Representatives (icollectively, "Buyer's Advisors") provide Parent full and Parent’s Representatives with reasonable free access during normal business hours to the Company’s and its Subsidiaries’ respective Representatives's personnel, properties, bookscontracts, books and records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; data, (b) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (iic) promptly provide Parent furnish Buyer and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and Buyer's Advisors with such additional financial, operating operating, and other data and information regarding the Company and/or its Subsidiaries, as Parent Buyer may reasonably request. Information obtained by Purchaser or Parent pursuant Seller further grants to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement Buyer and will be subject Buyer's agents, employees and consultants a nonexclusive license to the provisions enter upon each of the Confidentiality Agreement. Nothing properties involved in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment each of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required Projects for the purpose of complying with applicable Antitrust Lawsallowing Buyer to conduct whatever soil and engineering tests, feasibility studies, surveys and other physical examinations of such properties Buyer deems appropriate (the reported results of which shall provided to both parties). Buyer shall indemnify, defend and hold Seller free and harmless from all loss or liability (including, without limitation, attorneys' fees) arising solely and directly from such activities of Buyer and its agents and employees upon such properties during the Feasibility Period, and from all mechanic's, materialmen's and other liens resulting solely and directly from any such conduct of Buyer and its agents and employees; provided, however, that Buyer shall have no liability for any loss or damage attributable to the acts or omissions of Seller or Company or their agents, employees, invitees or licensees or resulting from latent defects or Hazardous Substances (as herein defined) within, on or adjacent to any of such properties. In the event that the Contemplated Transactions are not completed, Buyer agrees to return to Seller or destroy (at Seller's request) all copies of contracts, books, documents, data and records, and any notes or other written or electronically recorded materials prepared by Buyer, pertaining to the Company, its projects, and assets and not to use or disclose to others any information contained therein.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on the date of this Agreement Date and ending on as of the earlier of (a) the Acceptance Effective Time and (b) or the termination of this Agreement pursuant to Section 7.1 in accordance with Article 8 (such period being referred to herein as the “Interim Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause its Representatives each of their respective Subsidiaries to: (ia) provide Parent and Parent’s the Representatives of the other party with reasonable access during normal business hours to the Company’s its personnel, tax and its Subsidiaries’ respective Representativesaccounting advisers and assets and, propertiessubject to applicable Legal Requirements, to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Company and/or its Subsidiariesand in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (iib) promptly provide Parent and Parent’s the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be, subject to applicable Legal Requirements. During the Pre-Closing Period, the Company and/or its Subsidiariesshall permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating the chief financial officer and other data and information regarding officers of the Company and/or its Subsidiaries, responsible for the Company’s financial statements and the internal controls of the Company to discuss such matters as Parent may reasonably request. Information obtained by Purchaser deem necessary or appropriate in order to enable Parent pursuant to this Section 5.1 will constitute “Confidential Information” satisfy its post-Closing obligations under the Confidentiality Agreement Xxxxxxxx-Xxxxx Act and will be subject the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, and shall cause the Representatives of each of Parent to, permit the Company’s senior officers to meet, upon reasonable notice and during normal business hours, with the provisions chief financial officer and other officers of Parent responsible for the Parent’s financial statements and the internal controls of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company Parent Entities to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long discuss such matters as the Company has reasonably cooperated with may deem necessary or appropriate in order to enable post-closing management of Parent and the Surviving Company to permit such inspection satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of or to disclose such information on a basis that does not waive such privilege with respect thereto)any of the foregoing, provided, that information shall be disclosed, as required aboveduring the Pre-Closing Period, subject to execution applicable Legal Requirements, the Company and Parent shall each promptly provide the other with copies of a joint defense agreement any notice, report or other document filed with or sent to any Governmental Body on behalf of the Company, Parent or Merger Sub in customary form, to external counsel for Parent to connection with the extent reasonably required for Merger or any of the purpose of complying with applicable Antitrust Lawsother Contemplated Transactions.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the Agreement Date and ending on the earlier of (a) the Acceptance Time and (b) the termination date of this Agreement pursuant to Section 7.1 through the Effective Time (such period being referred to herein as the “Interim Pre-Closing Period”), subject to applicable Antitrust Laws relating to the exchange of information, the Company shall, and shall cause its the respective Representatives of the Acquired Corporations, to: (i) provide Parent and Parent’s Representatives Representatives, through the Chief Executive Officer of the Company and his direct reports (the “Senior Operating Committee”), with reasonable access during normal business hours to the Acquired Corporations’ Representatives and personnel, including the Company’s officers responsible for the preparation of the financial statements, internal controls and its Subsidiaries’ respective Representativesdisclosure controls and procedures of the Acquired Corporations, properties, and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, all as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under Without limiting the Confidentiality Agreement and will be subject to the provisions generality of the Confidentiality Agreement. Nothing in this Section 5.1 will require foregoing, during the Pre-Closing Period, the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) wouldshall promptly provide Parent with copies of: (A) violate any of its all material monthly or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that other periodic operating and financial reports prepared by the Company shall use commercially reasonable efforts during and its Subsidiaries for one or more members of the Interim Period to provide Parent with redacted versions Senior Operating Committee in the ordinary course of business or for the Board of Directors of the Company or any committee thereof, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated Subsidiaries and the related unaudited monthly consolidated statements of operations, statements of stockholders’ equity and statements of cash flows and (2) copies of any documents withheld in accordance with strategic development plans, write-off reports (if any), hiring reports and capital expenditure reports prepared for the foregoing sub-clause “(A)” to one or more members of the extent the provision of which does not breach any confidentiality obligations)Senior Operating Committee; (B) result in a violation any written materials or communications sent by or on behalf of applicable Lawthe Company to its stockholders; or (C) result in loss any material notice or document sent by or on behalf of legal protection, including any of the attorney-client privilege and work product doctrine Acquired Corporations to any party to any Material Contract or sent to any of the Acquired Corporations by any party to any Material Contract (so long as other than any communication that relates solely to commercial transactions between the Company has reasonably cooperated and the other party to any such Material Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (D) any notice, report or other document filed with or sent to any Governmental Body in connection with the Merger or any of the other Contemplated Transactions; and (E) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body. Without limiting the generality of the foregoing, during the period from the date of this Agreement through the Effective Time, Parent shall be permitted to permit perform environmental reviews (including subsurface testing) of the properties of the Acquired Corporations; provided, however, that Parent shall not conduct any subsurface testing unless (a) such inspection testing is directly related to a finding of a “Recognized Environmental Condition” contained in any Phase I environmental site assessment conducted by Parent or delivered to disclose Parent pursuant to Section 2.14(g) hereunder or the existence of an obvious environmental condition, (b) Parent promptly provides a copy of all data and reports obtained from such information on a basis that subsurface sampling to the Company and (c) Parent does not waive disclose or otherwise report the results of such privilege sampling to any third party or Governmental Body (i) unless Parent concludes that such disclosure or report is required by Environmental Law and (ii) Parent first provides the Company with respect thereto), provided, that information shall be disclosed, as required above, subject a reasonable opportunity to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawsmake such disclosure or report.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Acceptance Time Closing and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”“), Seller and the Company shall, and shall cause its their respective Representatives to: (i) provide Parent Buyer and Parent’s its Representatives with reasonable access during normal business hours upon reasonable advance prior written notice to the Company’s and its Subsidiaries’ respective Seller’s Representatives, properties, books, records, non-income Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information to the extent relating to the Company and/or its and the Company Subsidiaries; and (ii) promptly provide Parent Buyer and Parent’s its Representatives with such copies of the books, records, non-income Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information to the extent relating to the Company and/or its and the Company Subsidiaries, and with such additional financial, operating and other data and information regarding to the extent relating to the Company and/or its and the Company Subsidiaries, as Parent Buyer may reasonably request. Information obtained by Purchaser Buyer or Parent its Representatives pursuant to this Section 5.1 will constitute “Confidential InformationEvaluation Material” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require Seller, the Company or any Company Subsidiary to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: Seller would (A) violate any of its Seller’s or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (providedagreement, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; Law (including ITAR) or (C) result in loss of legal protection, including the attorney-attorney client privilege and work product doctrine product; provided in each case that Seller provides Buyer with the basis for withholding such documents and, in the case of clause (so long as A), if requested by Buyer, uses commercially reasonable efforts to get all requisite approval to make such information available to Buyer. In no event shall Buyer, its Affiliates or their respective Representatives contact any customer or supplier of the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege the Company Subsidiaries with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for Transactions without the purpose prior written consent of complying with applicable Antitrust Lawsthe Chief Executive Officer or General Counsel of Seller.

Access and Investigation. (a) Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”), the Company shall, and shall cause its the Company Subsidiaries and their respective Representatives to, upon reasonable advance notice to the Company from Parent: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its the Company Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its and the Company Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its and the Company Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its and the Company Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser Merger Subsidiary or Parent pursuant to this Section 5.1 will constitute “Confidential InformationEvaluation Material” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parentconsulting with outside legal advisors) would: (A1) violate any of its or its Affiliates’ respective obligations under any Contracts legal requirement with respect to confidentiality or privacy, including under any privacy policy, or (provided, 2) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; provided that the Company shall use its commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld allow for such access and disclosure in accordance with the foregoing sub-clause “(A)” to the extent the provision of which a manner that does not breach any violate such legal requirement with respect to confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protectionprivacy, including the attorney-client privilege and or the attorney work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawsdoctrine.

Access and Investigation. Subject to the Confidentiality Agreement, during (a) During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 Article 8 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and Representatives to: (i) , provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s Company and its Subsidiaries’ Subsidiaries and their respective Representatives, properties, designated personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; Acquired Companies, and (ii) promptly provide Parent and Parent’s Representatives with such copies all reasonably requested information regarding the business of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts Acquired Companies and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Companies, as Parent may reasonably request. Information obtained by Purchaser request (other than any books, records, documents and information relating to the negotiation and execution of this Agreement, or, except as expressly provided in Section 5.03 and Section 6.01, any Acquisition Proposal or Parent pursuant relating to this Section 5.1 will constitute “Confidential Information” any deliberation of the Board of Directors or any duly authorized committee thereof regarding any Acquisition Proposal or Company Adverse Change Recommendation), in each case for any reasonable purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at a reasonable time, under the Confidentiality Agreement supervision of appropriate personnel of the Acquired Companies and will in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies. Any such access shall be subject to the provisions of the Confidentiality AgreementCompany’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing in this Section 5.1 will herein shall require the Company to permit any inspection, or to disclose any informationinformation to Parent if such disclosure would, that in the its reasonable judgment of the Company (discretion and after notice to ParentParent (i) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, or (ii) contravene any applicable Legal Requirement or Contract (so long as required above, subject the Company has reasonably cooperated with Parent to execution of a joint defense agreement in customary form, to external counsel for Parent permit disclosure to the extent permitted by such Legal Requirement or party to such Contract); provided, however, in the case of clause (ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably required for (in the purpose good faith belief of complying the Company (after consultation with outside counsel)) be managed through the use of customary “clean room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. With respect to the information disclosed pursuant to this Section 5.01, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Mutual Non-Disclosure Agreement, dated as of December 15, 2022, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under the applicable Antitrust LawsLegal Requirements (including any COVID-19 Measures).

Access and Investigation. Subject to the Confidentiality Agreement, during (a) During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 ‎Article 8 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and Representatives to: (i) , provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s Company and its Subsidiaries’ Subsidiaries and their respective Representatives, properties, designated personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; Acquired Companies, and (ii) promptly provide Parent and Parent’s Representatives with such copies all reasonably requested information regarding the business of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts Acquired Companies and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Companies, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant , in each case for any reasonable purpose related to this Section 5.1 will constitute “Confidential Information” the consummation of the Transactions; provided, however, that any such access shall be conducted at a reasonable time, under the Confidentiality Agreement supervision of appropriate personnel of the Acquired Companies and will in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies. Any such access shall be subject to the provisions of the Confidentiality AgreementCompany’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing in this Section 5.1 will herein shall require the Company to permit any inspection, or to disclose any informationinformation to Parent if such disclosure would, that in the its reasonable judgment of the Company (discretion and after notice to ParentParent (i) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, ) or (ii) contravene any applicable Legal Requirement or Contract (so long as required above, subject the Company has reasonably cooperated with Parent to execution of a joint defense agreement in customary form, to external counsel for Parent permit disclosure to the extent permitted by Legal Requirements or the contractual counterparty); provided, however, in the case of clause ‎(ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably required for (in the purpose good faith belief of complying the Company (after consultation with outside counsel)) be managed through the use of customary “clean room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. With respect to the information disclosed pursuant to this ‎Section 5.01, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Mutual Confidential Disclosure Agreement, effective as of January 1, 2019 and as amended thereafter, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under the applicable Antitrust LawsLegal Requirements (including any COVID-19 Measures).

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 8.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall use reasonable best efforts to cause its the respective Representatives to: (i) of the Acquired Corporations to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and its Subsidiaries’ respective Representatives, propertiesassets, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations as Parent may reasonably request for the purpose of preparing for the Closing; provided, however, that any such access shall be conducted at Parent’s expense at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Solely for purposes of integration planning and Parent’s monitoring of the Acquired Corporation’s cash position and compliance with Section 5.2 and Section 5.3 of this Agreement, the Acquired Corporations shall reasonably consult with Parent in respect of such matters, and use reasonable best efforts to (i) provide Parent with written cash management reports each week describing the Acquired Corporations’ cash position and use of cash for the prior week and a cash forecast for the succeeding week, and such other related information as is otherwise reasonably requested by Parent and (ii) promptly provide participate in discussions weekly, or as otherwise reasonably requested by Parent to review any such cash management reports and Parent’s Representatives with cash forecasts; provided, that such copies cash management reports, cash forecasts or other related information and such discussions shall be provided for disclosure purposes only and not be deemed to broaden or narrow any the representations, warranties or covenants of the booksCompany contained in this Agreement. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent or afford any access to Parent if: (i) such disclosure or access would, recordsin the Company’s good-faith discretion with the advice of legal counsel (x) jeopardize any attorney-client or other legal privilege or (y) contravene any applicable Legal Requirement, Tax Returnsfiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which an Acquired Corporation or its Affiliate is a party); or (ii) such information relates to the minutes of the meetings of the Company Board or its committees where the Company Board or any applicable committee discussed the Transactions or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Company Board, work paperswhether in connection with a specific meeting, files related to Intellectual Property Rights, Contracts and other documents and information or otherwise relating to such subject matter). Notwithstanding anything contained in this Agreement to the contrary, the Company and/or its Subsidiaries, and with such additional financial, operating and shall not be required to provide any access or make any disclosure to the other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions extent such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the Confidentiality Agreementone hand, and Parent, Purchaser or any of their respective Affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties. Nothing in To the extent that the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws, information disclosed pursuant to this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent Parent. With respect to the extent information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated November 20, 2020, as amended April 14, 2021, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything to the contrary herein, the Acquired Corporations may satisfy their obligations set forth above to provide access to personnel, assets, books, records, work papers and any other documents and information by electronic means if physical access is not reasonably required for feasible or would not be permitted under the purpose of complying with applicable Antitrust LawsLegal Requirements (including any COVID-19 Measures).

Access and Investigation. Subject During the Pre-Closing Period, subject to applicable confidentiality protections and consistent with Requirements of Law, the Confidentiality Agreement, during Seller shall (and shall cause the period commencing on the Agreement Date Company and ending on the earlier of its Subsidiary to): (a) provide the Acceptance Time Purchaser and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”), the Company shall, and shall cause its Representatives to: (i) provide Parent and Parent’s Representatives Purchaser's representatives with reasonable access during normal business hours hours, upon reasonable notice to the General Counsel of the Seller (which, unless contrary notice is provided to the Purchaser, shall be deemed to be the General Counsel of Parent), to the Company’s 's and its Subsidiaries’ respective Representatives, properties, Subsidiary's assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or and its SubsidiariesSubsidiary, whether held by the Company, its Subsidiary, the Seller or the Parent; and (iib) promptly provide Parent or make available to the Purchaser and Parent’s Representatives with the Purchaser's representatives such copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or and its SubsidiariesSubsidiary, and with such additional financialwhether held by the Company, operating and other data and information regarding its Subsidiary, the Company and/or its SubsidiariesSeller or the Parent, as Parent the Purchaser may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under In addition, during the Confidentiality Agreement and will be Pre-Closing Period, subject to applicable confidentiality protections and consistent with Requirements of Law, the provisions Seller shall (and shall cause the Company and its Subsidiary to) assist Purchaser in gaining a greater understanding of its operations to facilitate a transition to integrated management with the Purchaser's operations post Closing, including by providing (w) ongoing updates with respect to the Company's commodity positions from and after January 1, 2008 as a result of putting in place incremental retail and wholesale Contracts; (x) reasonable access to the Company's supply personnel, operational data and pricing models; (y) risk reports, prepared on a daily and monthly basis, showing the Company's net open position and daily profit and loss change; and (z) monthly financial statements prepared on a basis consistent with the Company's historical practices. Without limiting the generality of any of the Confidentiality Agreementforegoing, during the Pre-Closing Period and subject to applicable confidentiality protections and consistent with Requirements of Law, the Seller and the Purchaser shall promptly provide the other party with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of the Seller or the Purchaser, as applicable, in connection with the transactions contemplated herein. Nothing in this Section 5.1 will The foregoing shall not require the Company Seller to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the reasonable judgment disclosure of any trade secrets of third parties or the violation of any obligations of the Seller, the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts the Company's Subsidiary with respect to confidentiality (provided, that if the Company Seller shall use commercially have used reasonable efforts during to obtain the Interim Period consent of such third party to provide Parent with redacted versions such inspection or disclosure; (ii) the waiver of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and or work product doctrine (privilege so long as the Company Seller has reasonably cooperated with Parent taken reasonable steps to permit such inspection of or to disclose such information described in this clause (ii) on a basis that does not waive such compromise the Seller's, the Company's or the Company's Subsidiary's privilege with respect thereto); or (iii) the violation of any applicable Requirements of Law. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation by the Purchaser shall limit or otherwise affect any of the representations, providedwarranties, that information shall be disclosed, as required above, subject to execution covenants or obligations of a joint defense agreement the Seller contained in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawsthis Agreement.

Access and Investigation. Subject to The Seller shall give the Confidentiality AgreementPurchaser and its representatives (including the Purchaser’s accountants, during the period commencing on the Agreement Date counsel, consultants, employees, and ending on the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein other representatives as the “Interim Period”)Purchaser may designate from time to time) and representatives of the Purchaser’s financing sources, the Company shall, upon reasonable notice and shall cause its Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours and without unreasonable interference with the operation of the Business, full access to the Company’s Owned Real Property, the Leased Real [*] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and its Subsidiaries’ respective RepresentativesExchange Commission. Property, propertiesContracts, Purchased Assets, books, records, Tax Returnsand affairs of the Seller, material operating and financial reportsprovided that the Purchaser will not (i) be permitted to conduct subsurface testing on any Owned Real Property or Leased Real Property, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies influence or control, or seek to influence or control, customer pricing decisions by the Business’ management or (iii) control or direct the business operations of the booksBusiness prior to the Closing Date. From the date hereof and up to and including the Closing Date, the Seller shall and shall cause members of the Seller Group and its and their respective officers and employees to furnish to the Purchaser all documents, records, Tax Returns, work papers, files and information (and copies thereof) related to Intellectual Property Rights, Contracts the Business and other documents and information relating to the Company and/or Purchased Assets as the Purchaser or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent representatives may reasonably request. Information obtained The Seller shall provide the Purchaser and its representatives access to the Employees to the extent necessary to permit the Purchaser to comply with its obligations under Article 10. From the date hereof and following the Closing Date, the Seller shall use its reasonable best efforts to provide the Purchaser, and shall exercise the Seller’s rights under the Alcan Transaction Document to cause Rio Tinto to provide the Purchaser, such financial and other information as is reasonably required by the Purchaser to enable the Purchaser to prepare (i) unaudited statements of operations of the Business for the three months ended March 31, 2010 and 2009 (or Parent other interim periods during these periods which may be required), (ii) audited statements of (A) the assets acquired and liabilities assumed pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement as at December 31, 2009 and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (2008 and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege revenues and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent direct expenses attributable to the extent reasonably required Business for each of the purpose three years in the period ended December 31, 2009 and (iii) footnotes to the financials thereto, all of complying with applicable Antitrust Laws(i) - (iii) being prepared in adequate detail to meet Purchaser’s SEC reporting requirements.

Access and Investigation. Subject to During the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause ensure that each of the other Acquired Companies and its Representatives toand their respective Representatives: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s Acquired Companies’ employees, properties and its Subsidiaries’ respective Representatives, properties, assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Acquired Companies within the possession or control of, or reasonably accessible to the Acquired Companies, upon reasonable advance notice during normal business hours of the Company and/or its Subsidiariesand in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies; and (iib) promptly provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiariesin each case, as Parent may reasonably request. Information obtained request for purposes reasonably related to the facilitation or consummation of any of the Contemplated Transactions; and (c) promptly inform Parent of the occurrence and substance of any oral or written communication received by Purchaser any Acquired Company from the Federal Trade Commission or the New Jersey Attorney General relating to the Stipulated Order and use reasonable best efforts to provide Parent and Parent’s representatives with all documentation in the possession of or otherwise available to the Acquired Companies that the Acquired Companies or their Representatives acting on behalf of the Acquired Companies have produced pursuant to the Stipulated Order following the execution of this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement(if any). Nothing in this Section 5.1 will 4.1 shall require the Company to permit any inspection, or Acquired Companies to disclose any information to Parent if such disclosure (i) would be reasonably expected to waive or result in the loss of any attorney-client or similar legal privilege applicable to such information, that (ii) would be reasonably expected to contravene any applicable Legal Requirement, confidentiality agreement or confidentiality provision of any Contract to which any Acquired Company is a party (other than a confidentiality agreement referred to in Section 4.3(b)) or (iii) is reasonably pertinent to any pending Legal Proceeding between the reasonable judgment of Company, on the one hand, and Parent, on the other hand. If any Acquired Company does not provide, or cause its Representatives to provide, such access or such information in reliance on the immediately preceding sentence, then the Company (and after notice to Parent) would: shall (A) violate promptly (and in any of its event within three Business Days after Parent’s request for such access or its Affiliates’ respective obligations under any Contracts with respect information) provide a written notice to confidentiality Parent stating that it is withholding such access or such information and stating the justification therefor and (provided, that B) in the event the Company shall use commercially reasonable efforts during the Interim Period withholds access pursuant to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(Ai)” or “(ii)” of the immediately preceding sentence, use reasonable best efforts to provide such access or such information in a way that would not violate such Legal Requirement, agreement, or Contract or waive such privilege. Any access to any Owned Real Property or Leased Real Property shall be subject to the extent Acquired Companies’ reasonable security measures and the provision applicable requirements of which does the Leases and shall not breach include the right to perform any confidentiality obligations); (B) result in a violation of applicable Law; “invasive” testing or (C) result in loss of legal protectionsoil, air or groundwater sampling, including any Phase II environmental assessments, except where further investigation is specifically recommended by a Phase I environmental assessment and with the attorney-client privilege and work product doctrine prior written consent of Parent (so long as the Company has reasonably cooperated with Parent to permit such inspection of which consent shall not be unreasonably withheld, conditioned or to disclose such information on a basis that does not waive such privilege with respect theretodelayed), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on the date of this Agreement Date and ending on as of the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to in accordance with Section 7.1 8 or the Effective Time (such period being referred to herein as the “Interim Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shall, and shall cause its Representatives Subsidiaries to: (ia) provide the Representatives of Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s its Representatives and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating assets and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the all existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent with such additional financialcopies of the existing books, operating records, Tax Returns, work papers and other data documents and information regarding relating to such Entity and its Subsidiaries as reasonably requested by Parent. During the Pre-Closing Period, the Company and/or its Subsidiariesand the Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with their respective chief financial officers and other officers responsible for the Company’s and Parent’s financial statements and the internal controls, respectively, to discuss such matters as the Company or Parent may reasonably requestdeem necessary or appropriate. Information obtained by Purchaser Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Tetraphase Companies or Parent or Merger Sub in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose such information without jeopardizing such privilege or contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will 4.1 shall be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.4.2

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its the respective Representatives of the Acquired Corporations to: (ia) provide Parent Buyer and ParentBuyer’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its SubsidiariesAcquired Corporations’ respective Representatives, properties, personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations; and (iib) promptly provide Parent Buyer and ParentBuyer’s Representatives with such all reasonably requested information regarding the business of the Acquired Corporations, including copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent Buyer may reasonably request; provided, however, that any such access shall be conducted at Buyer’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Information obtained by Purchaser Nothing herein shall require the Company to disclose any information to Buyer if such disclosure would, in its good faith judgment based on the advice of counsel (i) jeopardize any attorney-client or Parent other legal privilege, (ii) contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party) or (iii) result in the disclosure of any trade secrets of third parties, provided that in each case the Company shall give notice to Buyer that it is withholding such information and thereafter the Company and Buyer shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the privilege or protection (as applicable). With respect to the information disclosed pursuant to this Section 5.1 will constitute “Confidential Information” 4.1, Buyer shall comply with, and shall cause Buyer’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated October 30, 2014, between Lyris Technologies, Inc. and will be subject to Versata Enterprises, Inc. (the provisions of the “Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A”)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of of: (a) the Acceptance Time Effective Time; and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”), the Company shall, and shall cause its Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours hours, upon reasonable notice by Parent, to the Company’s respective Representatives of the Company and each of its Subsidiaries’ respective Representatives, properties, and to the books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or and its Subsidiaries; and (ii) promptly provide Parent and permit Parent’s Representatives officers and other employees to meet, upon reasonable notice and during normal business hours, with such copies the chief financial officer and other officers and managers of the booksCompany and, recordswith the Company’s consent (such consent not to be unreasonably withheld, Tax Returnsconditioned or delayed), work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding employees of the Company and/or and its Subsidiaries, Subsidiaries to discuss such matters as Parent may reasonably requestdeem necessary or appropriate. Information obtained by Purchaser Parent or Parent Merger Sub pursuant to this Section 5.1 will constitute “Confidential InformationEvaluation Material” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company or any of its Subsidiaries to permit any inspection, or to disclose or provide any access to any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (providedto any Person or otherwise breach, that contravene or violate, or constitute a default under, or give any Person the right to terminate or accelerate any obligations under, any Contract in effect as of the date hereof to which the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions or any of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations)its Subsidiaries is a party; (B) result in a violation of applicable Law; or (C) reasonably be expected to violate or result in a waiver, loss or impairment of legal protection, including the any attorney-client privilege and or work product doctrine (so long as the Company has reasonably cooperated with Parent or similar applicable privilege or legal protection. Any investigation conducted pursuant to permit such inspection of or to disclose such information on this Section 5.1 shall be conducted in a basis manner that does not waive such privilege unreasonably interfere with respect thereto)the conduct of the business of the Company or any of its Subsidiaries or create a reasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, provided, that information shall be disclosed, as required above, subject to execution the Company’s existing security measures and insurance requirements, and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of a joint defense the Confidentiality Agreement shall apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to this Section 5.1. Nothing in this Section 5.1 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of Exhibit 2.1 the foregoing to prepare any appraisals or opinions. No information or knowledge obtained by Parent or Merger Sub pursuant to this Section 5.1 or otherwise shall affect or be deemed to affect or modify any representation, warranty, covenant or agreement in customary formmade by the Company contained herein, to external counsel for Parent the conditions to the extent reasonably required for obligations of the purpose parties to consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of complying with applicable Antitrust LawsParent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 8 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Companies shall, and shall cause its the respective Representatives to: (i) of the Acquired Companies to provide Parent and Parent’s Representatives (including the Financing Sources and their respective Representatives) with reasonable access during normal business hours of the Company to the Company’s designated Representatives and its Subsidiaries’ respective Representatives, properties, assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; Acquired Companies, and (ii) promptly provide Parent and Parent’s Representatives with such copies all reasonably requested information regarding the business of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts Acquired Companies and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Companies, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant , in each case for any reasonable business purpose related to this Section 5.1 will constitute “Confidential Information” the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Confidentiality Agreement and will be subject to the provisions supervision of appropriate personnel of the Confidentiality AgreementAcquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies. Nothing in this Section 5.1 will herein shall require any of the Company to permit any inspection, or Acquired Companies to disclose any informationinformation to Parent if such disclosure would, that in the its reasonable judgment of the Company (discretion and after notice to ParentParent (i) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, (ii) contravene any applicable Legal Requirement (so long as required above, subject the Acquired Companies have reasonably cooperated with Parent and used reasonable best efforts to execution of a joint defense agreement in customary form, to external counsel for Parent permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Company is a party (so long as the Acquired Companies have reasonably required for cooperated with Parent and used reasonable best efforts to permit disclosure to the purpose extent permitted by such Contract). With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives (including the Financing Sources and their Respective Representatives) to comply with, all of complying with applicable Antitrust Lawsits obligations under the Confidentiality Agreement, dated November 4, 2022, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date Contact with Customers and ending on Suppliers. (m) Until the earlier of (a) the Acceptance Time Phase II Closing and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as Abandonment Date and upon reasonable advance notice from the “Interim Period”)Purchaser, the Company shallSeller will, and shall will cause the Selling Affiliates and the Acquired Companies to, allow the Purchaser and its Representatives to: (i) provide Parent and Parent’s Representatives with representatives reasonable access during normal business hours and without unreasonable interference with the operation of the Business to the Company’s (a) such facilities, books and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returnsand materials and information about the Business as the Purchaser may reasonably request and (b) such personnel of the Business and the parties may reasonably agree. The foregoing covenant will not require the Seller to provide the Purchaser or its Representatives with access to any document or other communication that the Seller believes in good faith may be in violation of applicable Law, material operating and financial reportssubject to any contractual confidentiality obligation or that may be covered by any attorney-client, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and product or similar legal privilege (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, it being understood that the Company Seller shall use commercially reasonable efforts during to obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) that would enable disclosure to the Interim Period Purchaser to provide Parent occur without so jeopardizing privilege or contravening any contractual duty obligation). (n) Until the earlier of the Phase II Closing and the Abandonment Date, the Purchaser and the Seller shall cooperate in communicating with redacted versions the Business’ customers, suppliers and licensors concerning the transactions contemplated hereby, including the Purchaser’s intentions concerning the operation of the Business following either Closing. Until the earlier of the Phase II Closing and the Abandonment Date, the Purchaser and their Representatives shall contact or communicate with the customers, suppliers and licensors of the Business in connection with the transactions contemplated hereby only with the prior written consent of the Seller, which shall not be unreasonably withheld or delayed and may be conditioned upon a designee of the Seller being present at any meeting or conference. For the avoidance of doubt, nothing in this Section 47 5.1(b) shall prohibit the Purchaser from contacting the customers, suppliers and licensors of the Business in the ordinary course of the Purchaser’s businesses for the purpose of selling products of the Purchaser’s businesses or for any other purpose unrelated to the Business and the transactions contemplated by this Agreement. Section 5.2 Operation of the Business. (c) Until the earlier of the Phase II Closing and the Abandonment Date, except as otherwise set forth in this Agreement or otherwise consented to by the Purchaser in writing (which consent will not be unreasonably withheld, conditioned or delayed), the Seller will, and will cause the Selling Affiliates and the Acquired Companies to, conduct the Business in a commercially reasonably manner and in the ordinary course of the Business in all material respects and use its commercially reasonable efforts to keep available the services of the Employees and to preserve the Business and maintain satisfactory relationships with its customers, suppliers, distributors and others doing business with it; provided that, from and after the Phase I Closing, this Section 5.2 shall not apply to the Phase I Business. (d) Until the Phase I Closing, except as otherwise set forth in this Agreement or the Seller Disclosure Schedule or as otherwise consented to by the Purchaser in writing (which consent will not be unreasonably withheld, conditioned or delayed), the Seller will not, and will not cause or permit any Selling Affiliate or Acquired Company to: (iii) amend or modify the articles of incorporation or bylaws or other applicable charter or organizational documents of any documents withheld Acquired Company; (iv) split, combine or reclassify any capital stock of any Acquired Company; (v) issue, sell, deliver, transfer or pledge, or modify or amend the terms of, the shares of the capital stock of any Acquired Company or securities convertible into or exercisable for any such shares, or any options, warrants or rights to acquire any such shares or other convertible securities; (vi) purchase, redeem or otherwise acquire any outstanding shares of the capital stock of any Acquired Company; (vii) declare, set aside or pay any dividend or other distribution in accordance respect of the capital stock of any Acquired Company, other than cash; (viii) create, incur, repay, assume or guarantee any Indebtedness of any Acquired Company or that constitutes an Assumed Liability, excluding for clarity, extensions of trade credit to customers in the ordinary course of the Business; (ix) make or enter into any commitments for capital expenditures in respect of the Business in excess of $100,000 individually or $300,000 in the aggregate, including replacements of equipment in the ordinary course of the Business; provided that in any event notice thereof is delivered promptly to the Purchaser; (x) make or change any Tax election of the Acquired Companies, change an annual accounting period of the Acquired Companies, adopt or change any accounting method with respect to Taxes of the Acquired Companies, file any amended Tax Return that is solely with respect to the 48 Purchased Assets or with respect to the Acquired Companies, permit the Acquired Companies to enter into any Tax closing agreement, settle or compromise any proceeding with respect to any Tax claim or assessment relating to the Business or of the Acquired Companies, permit any of the Acquired Companies to surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Business or of the Acquired Companies; or (xi) authorize, agree, propose or commit to take any of the foregoing sub-clause “actions. (Ae) Until the earlier of the Phase II Closing and the Abandonment Date, except as otherwise set forth in this Agreement or as otherwise consented to by the Purchaser in writing (which consent will not be unreasonably withheld, conditioned or delayed)” , to the extent relating to the provision Business, the Seller will not, and will not cause or permit any Selling Affiliate or, prior to the Phase I Closing, any Acquired Company to: (iii) terminate, cancel, modify or amend any Material Contract, or enter into, or take any actions that would cause the entry into, any Material Contract (or Contract that would be a Material Contract if in effect as of which does not breach any confidentiality obligationsthe date hereof); (iv) permit any pricing change in excess of 5% of the then-current aggregate pricing for any product program as a whole, for any product program constituting aggregate sales or purchases by Seller or its Affiliates in excess of $500,000 in any twelve-month period; (v) (1) cancel, relinquish, waive or release any right or claim of a material value to the Business (including the cancellation, compromise, release or assignment of any Indebtedness owed to, or claims held by, the Business), including any right having a value in excess of $100,000, or write-down the value of any asset of the Business or (2) write-off as uncollectible any accounts or notes receivable of the Business or any portion thereof (other than, in the case of clause (2), in the ordinary course of the Business); (vi) accelerate or alter in any material respect practices and policies relating to the rate of collection of accounts receivable or payment of accounts payable, or fail to pay or satisfy any Liabilities when due and payable, except for such Liabilities and obligations being contested in good faith by any of the Seller, the Asset Selling Affiliates or the Acquired Companies as of the date hereof; (vii) sell, lease or license, dispose, allow to expire or lapse, or permit any Encumbrance on, any portion of the Purchased Assets or any portion of the assets, rights or interests of the Acquired Companies, other than with respect to inventory or obsolete or worn-out equipment in the ordinary course of the Business (and, in the case of dispositions or obsolete or worn-out equipment, at a price no less than the book value thereof as reflected on the Financial Statements); (viii) commence any process to apply for registration, register, or otherwise seek to protect any intellectual property in any jurisdiction; (ix) recognize any labor organization as the collective bargaining representative of any of the Employees, except as required by Law; 49 (x) acquire, by merger or consolidation with, or by purchase of all or a portion of the assets or stock of, or by any other manner, any business or entity or division thereof, by any Acquired Company or which would constitute a Purchased Asset or Assumed Liability, or enter into any joint venture, partnership or other similar arrangement for the conduct of the Business; (xi) make any investment in a Person, whether by purchase of shares of capital stock, contributions to capital or any property transfer; (xii) make or enter into any commitments for capital expenditures in respect of the Business, including replacements of equipment in the ordinary course of the Business, in excess of $100,000 individually or $300,000 in the aggregate; provided in any event that notice thereof is delivered promptly to the Purchaser; (xiii) acquire fee title to, or any ownership interest in, any material real property that would be a Purchased Asset, enter into any lease (other than any renewal of any Leased Real Property) of material real property that would be a Purchased Asset, except to cure or remove imperfections in title; (xiv) except as contemplated by this Agreement or required as of the date of this Agreement by the terms of any Seller Plan or as required by Law, (A) increase the annual level of compensation or remuneration of any Employee or individual independent contractor (except increases in salaries and wages for non-executive Employees in the ordinary course of the Business), (B) result grant any bonus, equity or equity-based compensation, benefit or other direct or indirect compensation to any Employee or individual independent contractor, (C) increase the coverage or benefits available under any (or create any new), or accelerate the timing of payments or vesting under any, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other Seller Plan or Assumed Benefit Plan or otherwise modify or amend or terminate any such Seller Benefit Plan or Assumed Benefit Plan, (D) otherwise change the terms of employment of any Employee other than in the ordinary course of the Business, or (E) except entering into offer letters and non-competition agreements with new employees in the ordinary course of the Business and entering into employment agreements with non-U.S., non-senior management employees in the ordinary course of the Business, enter into any employment, consulting, deferred compensation, non-competition or similar agreement (or amend any such agreement) involving any Employee or individual independent contractor that would be a Seller Plan or Assumed Benefit Plan if it were in existence as of the date of this Agreement; (xv) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, consolidation, restructuring, recapitalization or other reorganization; (xvi) change any method of accounting, accounting policy or accounting practice (including in respect of Taxes), except for any such change required by reason of a concurrent change in GAAP as concurred with by the Seller’s independent auditors; (xvii) fail to maintain commercially reasonably levels of insurance coverage; (xviii) commence any litigation or other legal proceeding other than in the ordinary course of business, commence any litigation or legal proceeding with respect to intellectual property, or 50 settle any litigation or other legal proceeding for money damages in excess of $100,000 or a term of which includes restrictions upon the operations of the Business; (xix) knowingly take or agree or commit to take any action that would make any representation or warranty of the Seller in this Agreement inaccurate in any material respect; (xx) have assets, liabilities, contingencies, outstanding transactions related to, or other active or ongoing business dealings with or in, Cuba, Iran, Sudan or Syria in violation of applicable Law; or (Cxxi) result in loss authorize, agree, propose or commit to take any of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.foregoing actions. Section 5.3

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on the date of this Agreement Date and ending on as of the earlier of (a) the Acceptance Effective Time and (b) the valid termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and the Company shall cause its the 37 respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its SubsidiariesAcquired Corporations’ respective Representatives, properties, personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Acquired Corporations as Parent may reasonably request; provided, however, that Parent and Parent’s Representatives shall provide reasonable advance notice of such requested access and requested documents and shall not materially disrupt the business operations of any of the Acquired Corporations. During the Pre-Closing Period, the Company and/or its Subsidiariesshall, and the Company shall cause the Representatives of each of the Acquired Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such additional financialmatters as Parent may deem necessary or appropriate in order to enable Parent, after the Closing, to satisfy its obligations under the Sxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (i) all material operating and other data financial reports prepared by the Acquired Corporations for the Company’s senior management, including copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and information regarding the related unaudited monthly consolidated statements of operations, statements of stockholders’ equity and statements of cash flows; (ii) any written materials or communications sent by or on behalf of the Company and/or to its Subsidiariesshareholders; (iii) any material written notice, document or other communication (or any material oral notice or other communication sent or received by any employee of any Acquired Corporation at the level of first line manager or above) (other than any communication that relates solely to routine commercial transactions and that is of the type sent in the ordinary course of business and consistent with past practices) sent by or on behalf of any of the Acquired Corporations to any party to any Significant Contract or sent to any of the Acquired Corporations by any party to any Significant Contract; (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other Contemplated Transactions; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body. During the Pre-Closing Period, the Company shall, and the Company shall cause the Representatives of each of the Acquired Corporations to, provide any documents or information to Parent, and take any other actions, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing request in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel order for Parent to elect to treat the extent reasonably required for Merger as a “qualified stock purchase” within the purpose meaning of complying with applicable Antitrust LawsSection 338 of the Code in the event that Parent determines that it might desire to do so.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 8.1 (such period being referred to herein as the “Interim Period”), the Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, upon reasonable advance notice to the Company from Parent: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its the Company Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rightspersonnel, offices and other facilities, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and the Company Subsidiaries and (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its and the Company Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its and the Company Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company and in such a manner not to unreasonably interfere with the normal operation of the business of the Company or create material risk of damage or destruction to any material assets or property of the Company. Any such access shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Information obtained by Purchaser Merger Sub or Parent pursuant to this Section 5.1 6.1 will constitute “Confidential InformationEvaluation Material” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 6.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations)confidentiality; (B) result in a violation of applicable Law; or (C) result in the loss of a legal protection, including protection afforded by the attorney-client privilege and or the attorney work product doctrine (or similar privilege, in each case, so long as the Company has reasonably cooperated with Parent to either permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that disclose such information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, and/or limit disclosure to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust LawsParent.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 8 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause its the respective Representatives to: (i) of the Acquired Corporations to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and its Subsidiaries’ respective Representatives, to properties, assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; Acquired Corporations, and (ii) promptly provide Parent and Parent’s Representatives with such copies all reasonably requested information regarding the business of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts Acquired Corporations and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Confidentiality Agreement and will be subject to the provisions supervision of appropriate personnel of the Confidentiality AgreementAcquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Nothing in this Section 5.1 will herein shall require any of the Company to permit any inspection, or Acquired Corporations to disclose any information, that in the reasonable judgment of the Company (and after notice information to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent (i) such disclosure would, in the provision of which does not breach Company’s reasonable discretion (x) jeopardize any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, (y) contravene any applicable Legal Requirement (so long as required above, subject the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to execution of a joint defense agreement in customary form, to external counsel for Parent permit disclosure to the extent permitted by Legal Requirements) or (z) contravene any Contract to which an Acquired Corporation is a party (so long as the Acquired Corporations have reasonably required cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract) or (ii) such information is included in the minutes of the meetings of the Board of Directors or its committees and relates to the discussion by the Board of Directors or any applicable committee of the Transactions or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the purpose Board of complying Directors, whether in connection with a specific meeting, or otherwise relating to such subject matter). Notwithstanding anything to the contrary herein, the Acquired Corporations may satisfy their obligations set forth above to provide access to personnel, assets, books, records, work papers and any other documents and information by electronic means if physical access would not be permitted under the applicable Antitrust LawsLegal Requirements (including any COVID-19 Measures). With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidential Disclosure Agreement dated March 22, 2022, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 9.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause its Representatives totheir directors, officers and employees and direct their other Representatives: (ia) to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the CompanyAcquired Corporation’s and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related employees, other personnel, and assets and to Intellectual Property Rightsall existing books and records (provided, Contracts however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company) and (b) to furnish to Parent such financial and operating data and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will The foregoing notwithstanding, nothing herein shall require the Company to permit any inspection, or to disclose any informationinformation that, that in the reasonable judgment of the Company (and after notice to Parenti) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto)) or (ii) contravene any applicable Law or fiduciary duty; provided, providedfurther, that information shall be disclosed, as required above, disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent Parent, to the extent the Company reasonably determines doing so is reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 6.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated August 19, 2019, between the Company and Parent (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 6.1 shall be directed to the executive officer or other Person designated by the Company.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on continuing until the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 8 or the Effective Time (such period being referred to herein as the “Interim Pre-Closing Period”), the Company Company, upon advanced written notice received by Parent, shall, and shall cause ensure that each of the Acquired Companies and its Representatives toand their respective Representatives: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its SubsidiariesAcquired Companies’ respective Representatives, properties, books, records, Tax Returns, material operating personnel and financial reports, work papers, assets, executive officers, files related assets and to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the all existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the each Acquired Company; and (b) provide Parent and Parent’s Representatives with copies of such existing books, records, Tax Returns, work papers and other documents and information relating to each Acquired Company and/or its Subsidiariesnecessary for purposes of post-Closing integration, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiarieseach Acquired Company, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” ; provided that any such access (i) shall be conducted at Parent’s expense, under the Confidentiality supervision of appropriate personnel designated by the Company, (ii) in such a manner as to maintain the confidentiality of this Agreement and will be subject the transactions contemplated hereby and (iii) shall not unreasonably interfere with the normal operation of the business of the Acquired Companies nor create a material risk of damage or destruction to any material assets or property of the Company. During the Pre-Closing Period, Parent may make inquiries to the provisions Company of Persons having business relationships with each Acquired Company (including suppliers, licensors and customers) and the Company shall, and shall ensure that each of the Confidentiality AgreementAcquired Companies, help facilitate (and shall cooperate fully with Parent in connection with) such inquiries. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall, and shall ensure that each of the Acquired Companies, reasonably cooperate with Parent to facilitate Parent’s due diligence review of the Acquired Companies’ third-party suppliers and distributors. Nothing in this Section 5.1 will herein shall require the Company to permit any inspection, or to disclose any informationinformation to Parent if such disclosure would, that in the Company’s reasonable judgment discretion, based on the advice of the Company outside legal counsel, risk (and after notice to Parenti) would: (A) violate jeopardizing any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine or (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense ii) contravene any binding agreement in customary form, to external counsel for Parent entered into prior to the extent reasonably required for the purpose date of complying with applicable Antitrust Lawsthis Agreement (including any confidentiality agreement to which any Acquired Company is a party).

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 and the Effective Time (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause its the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its SubsidiariesAcquired Corporations’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request; and (c) permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may reasonably deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto or otherwise in connection with the Merger. Information obtained by Purchaser Parent or Parent Merger Sub pursuant to this Section 5.1 4.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 4.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (Ai) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality confidentiality; (ii) result in a violation of applicable Legal Requirements; or (iii) result in a loss of the attorney-client privilege or work product doctrine of the Company or any of its Subsidiaries; provided, that with respect to clauses (i) through (iii) of this Section 4.1, (A) the Company shall use commercially reasonable efforts during to (1) obtain the Interim Period consent of any Third Party required to provide such access or disclosure, or (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent with redacted versions of and the Company, and (B) any documents information that otherwise would be withheld in accordance with the foregoing sub-clause “(A)” shall be provided to outside legal counsel to Parent to the extent required to comply with applicable Legal Requirements, including antitrust Legal Requirements; and, provided further, that prior to the provision of which does not breach Company disclosing any confidentiality obligations); (B) information that legal counsel to the Company reasonably believes would result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and or work product doctrine (so long as doctrine, Parent and the Company has reasonably cooperated with will enter into a mutually acceptable common interest agreement. No investigation pursuant to this Section 4.1 or by Parent or its Representatives at any time prior to permit such inspection or following the Agreement Date shall affect or be deemed to modify any representation or warranty made by the Company herein, the covenants or agreements of the parties hereto or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent the conditions to the extent reasonably required for obligations of the purpose of complying with applicable Antitrust Lawsparties hereto under this Agreement.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 8 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause its the respective Representatives to: (i) of the Acquired Corporations to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and its Subsidiaries’ respective Representatives, properties, assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; Acquired Corporations, and (ii) promptly provide Parent and Parent’s Representatives with such copies all reasonably requested information regarding the business of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts Acquired Corporations and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Confidentiality Agreement and will be subject to the provisions supervision of appropriate personnel of the Confidentiality AgreementAcquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Nothing in this Section 5.1 will herein shall require any of the Company to permit any inspection, or Acquired Corporations to disclose any informationinformation to Parent if such disclosure would, that in the its reasonable judgment of the Company (discretion and after notice to ParentParent (i) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, (ii) contravene any applicable Legal Requirement (so long as required above, subject the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to execution of a joint defense agreement in customary form, to external counsel for Parent permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party (so long as the Acquired Corporations have reasonably required for cooperated with Parent and used reasonable best efforts to permit disclosure to the purpose extent permitted by such Contract). With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of complying with applicable Antitrust Lawsits obligations under the Confidential Disclosure Agreement dated March 21, 2019, as amended April 22, 2019, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. Subject to Between the Confidentiality Agreementdate of this Agreement and the Closing, during the period commencing on the Agreement Date upon reasonable notice from Buyer, each Seller shall and ending on the earlier of shall cause each Purchased Entity to, (a) provide Buyer and its Representatives with reasonable access to the Acceptance Time offices, properties, appropriate officers, employees, Books and Records of the Business and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”), the Company shall, furnish Buyer and shall cause its Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding of the Company and/or its SubsidiariesBusiness, the Purchased Entities, the Subsidiaries of the Purchased Entities, the Purchased Assets, the Parent IP Assets and the Assumed Liabilities as Parent may reasonably requestbe requested, including to facilitate Buyer’s review of compliance by the Sellers (with respect to the Business), the Purchased Entities and the Subsidiaries of the Purchased Entities with the Laws referenced in Sections 3.8, 3.9, 3.10, 3.13, 3.14 and 3.15; provided, however, that any Seller or Purchased Entity may refuse Buyer and its Representatives access to the extent that such access would, in the reasonable determination of any Seller, unreasonably interfere with or result in unreasonable access to any business of any Seller or any portion of the offices or properties of any Seller that is not part of the Business. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under For the Confidentiality Agreement and avoidance of doubt, Buyer will be subject able to hire external advisors to perform and assist Buyer in intangible, entity, property, and pension valuations between the date hereof and the Closing Date. Sellers will provide Buyer and Buyer’s external advisors with reasonable access to the provisions appropriate people, financials, and facilities of the Sellers for a limited number of individuals representing Buyer to complete the valuations noted previously, review and value the fixed assets between the date hereof and the Closing Date, and prepare mapping from Sellers’ accounts/departments to Buyer’s accounts/departments. Buyer acknowledges that it and its representatives and advisors remain bound by the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any informationdated as of March 29, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided2011, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto(the “Confidentiality Agreement”), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on the date of this Agreement Date and ending on as of the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 or the Effective Time (such period being referred to herein as the “Interim Pre-Closing Period”), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company and Parent shall each, and shall cause each of their respective Subsidiaries to: (a) provide the Representatives of the other party with reasonable access during normal business hours to its Representatives and assets and to all existing Contracts (subject to confidentiality obligations), books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Company, as the case may be; and (b) provide the Representatives of the other party with such copies of the existing Contracts (subject to confidentiality obligations), books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be. During the Pre-Closing Period, the Company shall, and shall cause its the Representatives of each of the Symyx Corporations to: (i) provide Parent and , permit Parent’s Representatives with senior officers to meet, upon reasonable access notice and during normal business hours to hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies internal controls of the books, records, Tax Returns, work papers, files related Symyx Corporations to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with discuss such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, matters as Parent may reasonably requestdeem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Information obtained by Purchaser Without limiting the generality of any of the foregoing, and subject to Section 5.7(b), during the Pre-Closing Period, the Company and Parent shall each, at least two business days prior to the filing thereof, provide the other with copies of any notice, report or other document proposed to be filed with or sent to any Governmental Body on behalf of any of the Symyx Corporations or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under or Merger Sub in connection with the Confidentiality Agreement and will be subject to the provisions Merger or any of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawsother Contemplated Transactions.

Access and Investigation. Subject to the Confidentiality Agreement, during (a) During the period commencing on the date of this Agreement Date and ending on continuing until the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 ARTICLE 11 and the Closing (such period being referred to herein as the “Interim Pre-Closing Period”), as reasonably requested by Parent, the Company shall, and shall cause its Representatives each of the members of the Company Group to: (i) , upon reasonable advance notice, provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Companyrelevant employees of the Company Group and to the Company Group’s and its Subsidiaries’ respective Representatives, relevant properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to for the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies purpose of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions due diligence investigation of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment members of the Company (Group by Parent. Any such access and after notice to Parent) would: (A) violate any disclosure shall at all times be managed by and conducted through Representatives of its or its Affiliates’ respective obligations under any Contracts the Company, and Parent shall cooperate with respect to confidentiality (provided, that the Company and the Company’s Representatives and shall use commercially reasonable efforts during to minimize the Interim Period disruption of the business and operations of the Company Group. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to provide any such access or information to Parent with redacted versions or any of any documents withheld in accordance with the foregoing sub-clause “(A)” its Representatives to the extent that it may require any member of the provision Company Group or any of which does not breach their respective Affiliates to (i) disclose any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the information subject to attorney-client privilege and client, work product doctrine or other legal privilege, (so long ii) disclose any information in violation of any applicable Law, or (iii) disclose any information in violation of any Contract or other confidentiality obligation to which any of them are bound; provided, however, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements with respect to such disclosure to enable Parent and its Representatives to evaluate any such information without resulting in any breach of any Contract. Without limiting this Section 7.1(a), as soon as reasonably practicable following the end of each applicable period prior to the Closing Date (and in no event later than 30 days with respect to monthly statements), the Company has reasonably cooperated with shall deliver or cause to be delivered to Parent to permit such inspection the audited or unaudited (as applicable) balance sheet of or to disclose such information on a basis that does not waive such privilege with respect theretothe Company Group and the related consolidated statements of operations, changes in stockholder’s equity and cash flows of the Company Group for each month, quarter and year end (as applicable), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.