Common use of Access and Information; Confidentiality Clause in Contracts

Access and Information; Confidentiality. (a) The Company shall afford to Parent and to Parent's accountants, counsel and other representatives access throughout the period prior to the Effective Time to its senior management, properties, books, contracts, commitments and records (including but not limited to tax returns) and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) Parent shall afford to the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior management, and all other information concerning Parent as the Company or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions of the Merger and the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives in connection with the transactions contemplated by this Agreement, and (ii) (after the Closing Date) all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault of the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from the Company in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

Access and Information; Confidentiality. ‌ (a) The From the date of this Agreement until the earlier of (i) the Closing and (ii) the termination of this Agreement in accordance with Article VII, the Company shall afford to allow Parent and its financing parties and their respective representatives to Parent's accountantsmake such reasonable investigation of the business, operations and properties of the Company and its Subsidiaries as Parent deems reasonably necessary. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and other representatives access throughout independent accountants) of the period prior to the Effective Time to Company and its senior management, Subsidiaries and their respective properties, books, contractsrecords and commitments. The Company shall promptly furnish Parent and its representatives with such financial, commitments operating and records (including but not limited to tax returns) other data and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) Parent shall afford copies of documents with respect to the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior management, and all other information concerning Parent as the Company Subsidiaries or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions any of the Merger and the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives in connection with the transactions contemplated by this Agreement, and (ii) (after the Closing Date) all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault of the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as Parent shall from time to time reasonably request. All access pursuant to this Section 5.2 shall be permitted reasonably promptly following notice by Parent (but in any event within three (3) Business Days'), but only during normal business hours, and shall be conducted at Parent's expense and in such persons are informed by a manner as not to interfere with the Company normal operations of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation business of the Company and its Subsidiaries. Parent shall include in such notice the inspection or materials that Parent or its representatives intend to hold conduct or review, as applicable. The Company shall be entitled to have representatives present at all times during any such information in confidence inspection. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be satisfied if it exercises required to provide access to or to disclose information where such access or disclosure would jeopardize the same care with respect to such information as it would take to preserve attorney-client privilege of the confidentiality Company or any of its own similar informationSubsidiaries or contravene any Law. During the period prior to the Closing Date, the Company shall provide Parent consolidated monthly balance sheets, statements of operations, stockholders' equity and cash flow within thirty calendar days after the end of each month. (db) Prior to The parties hereto will hold any non-public information regarding the Closing Date other parties, their Subsidiaries and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information businesses in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from terms of the Company in connection with this Confidentiality Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

Access and Information; Confidentiality. (a) The Subject to Applicable Law, Competition Law or any applicable Orders, the Company shall, and shall afford to Parent and to Parent's accountantscause its Subsidiaries to, counsel and other representatives access throughout during the period prior to from and after the date hereof until the Effective Time to its senior managementor the earlier termination of this Agreement, properties, books, contracts, commitments and records upon reasonable advance notice: (including but not limited to tax returnsi) and all other information concerning its business, properties and personnel as afford Parent may reasonably request. (b) Parent shall afford to the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior management, and all other information concerning Parent as the Company or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions of the Merger and the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to cause their respective authorized officers, directors, employees, accountants, counsel, consultantsinvestment bankers, consultants and other advisors and agents to hold(collectively, “Representatives”) reasonable access, at reasonable times during normal business hours, in confidencethe presence of at least one (1) Representative of the Company, unless compelled to disclose by judicial or administrative process or by the premises, properties, Contracts, books and records, and other requirements of law, (i) all confidential documents and financial, operating and other data of the Company and its Subsidiaries as Parent may reasonably request; (ii) furnish to Parent and Merger Sub such financial and operating data and other information concerning that is available relating to the Business (but only to the extent directly and solely related to the Business) as Parent may reasonably request; and (iii) instruct the appropriate employees of the Company and its Subsidiaries to cooperate reasonably with Parent and its affiliates furnished to the Company or its affiliates or representatives Representatives in connection with the transactions contemplated by this Agreementforegoing; provided that, in each case, such access, furnishing of information and cooperation shall not (iiw) (after unreasonably disrupt the Closing Date) all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault operations of the Company or any of its Subsidiaries, (Cx) later lawfully acquired by require the Company from sources other than or any of its Subsidiaries to permit any inspection or to disclose any information that in the reasonable judgment of the Company or any of its Subsidiaries, as applicable, would result in the disclosure of any trade secrets or violate any of their respective obligations or policies with respect to confidentiality, (y) require the Company or any of its Subsidiaries to disclose any privileged information of the Company or any of its Subsidiaries or (z) require the Company or any of its Subsidiaries to disclose any financial or proprietary information of or regarding the Affiliates of the Company (with respect to information described in clause (ii) aboveexcluding the Subsidiaries of the Company) or Parent; provided that otherwise disclose information regarding the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation Affiliates of the Company (excluding Subsidiaries of the Company) which the Company deems to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar informationcommercially sensitive. (db) Prior to the Closing Date Closing, Parent, Merger Sub and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors Representatives shall not contact or communicate with (i) the employees of the Company or any of its Subsidiaries or (ii) the customers and agents to holdsuppliers of the Company or any of its Subsidiaries, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements each case except with the prior consent of law, all confidential documents and information concerning the Company furnished to Parent (which consent shall not be unreasonably withheld, conditioned or its affiliates in connection with the transactions contemplated by this Agreement, except delayed to the extent that customary for transactions of this kind). Xxxxxxx Sachs & Co. and Xxxxxxxxxxx & Co. Inc. shall be copied on all material requests for information made pursuant to this Section 6.1. All such information can provided or obtained pursuant to subsection (a) above shall be shown governed by and subject to have been the terms of the Confidentiality Agreement, dated January 3, 2011 between the Company and Parent (ithe “Confidentiality Agreement”). (c) previously known on a nonconfidential basis by ParentParent and Merger Sub (and, (iiafter the Effective Time, the Surviving Corporation) in agree to indemnify and hold the public domain through no fault Company and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Representative of Parent or Merger Sub, and any loss, damage to or destruction of any property owned by the Company and its Subsidiaries or others (iiiincluding claims or liabilities for loss of use of any property) later lawfully acquired by to the extent resulting directly or indirectly from the action of any of the Representatives of Parent from sources other than or Merger Sub during any visit to the business or property sites of the Company and its Subsidiaries prior to the Effective Time, whether pursuant to this Section 6.1 or otherwise, except in the case of the Company; provided that Parent may disclose such information ’s or its Subsidiaries’ gross negligence or willful misconduct. During any visit to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent business or property sites of the confidential nature of such information Company and are directed by Parent to treat such information confidentially. The obligation its Subsidiaries, each of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent and Merger Sub shall, and shall cause its accountantsrespective Representatives accessing such properties to, counsel comply with all Applicable Laws and other representatives to immediately destroy or deliver to applicable Orders and all of the safety and security procedures of the Company all documents and other materialits Subsidiaries, and all copies thereofto conduct itself in a manner that could not reasonably be expected to interfere with the operation, obtained by Parent maintenance or on its behalf from repair of the assets of the Company in connection with this Agreementand its Subsidiaries. None of Parent, whether so obtained before Merger Sub nor any of their Representatives shall conduct any environmental testing or after sampling on any of the execution hereof, and will not disclose any such information business or documents to any third parties or make any use property sites (including the Leased Facilities) of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after Subsidiaries prior to the execution hereof, and will not disclose any such information or documents to any third parties or make any use of suchEffective Time.

Access and Information; Confidentiality. (a) The Company Company, on the one hand, and Parent and Acquisition Corp, on the other hand, shall each afford to Parent the other and to Parent's the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its senior management, properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all other information concerning its business, properties and personnel as Parent such other party may reasonably request. (b) Parent , provided that no investigation pursuant to this Section 6.01 shall afford to the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior management, and all other information concerning Parent as the Company affect any representations or a Company Shareholder may reasonably requestwarranties made herein. The Company Shareholders Each party shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions of the Merger and the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to shall cause their respective officers, directors, employees, accountants, counsel, consultants, advisors its employees and agents to hold, in confidenceconfidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, unless compelled officers, managers, employees, agents or advisors or (c) becomes available to disclose such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by judicial such party to be bound by a confidentiality agreement with or administrative process other obligation of secrecy to a party hereto or by other requirements of lawanother party until such time as such information is otherwise publicly available; provided, however, that (i) all confidential documents any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information concerning Parent and its affiliates furnished to for the Company or its affiliates or representatives in connection with purpose of evaluating the transactions contemplated by this Agreement, and hereby (ii) (after the Closing Date) all confidential documents and information concerning the Company, except to the extent it being understood that such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault of the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholdersdirectors, officers, directors, employees, accountants, counsel, consultants, advisors employees and agents in connection with the transactions contemplated by this Agreement so long as such persons are representatives shall be informed by the Company such party of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in the public domain through no fault of Parent or writing and (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose any such information may be disclosed pursuant to its officersa judicial, directorsadministrative or governmental order or request; provided, employeesfurther, accountants, counsel, consultants, advisors and agents in connection that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with the transactions contemplated by this Agreement so long as and if such persons are informed by Parent of protective order or other remedy is not obtained or the confidential nature other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and are directed by Parent will exercise its best efforts to treat such obtain a protective order or other reliable assurance that confidential treatment will be accorded the information confidentiallyfurnished. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereofterminated, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or each party will deliver to the Company other all documents and other material, and all copies thereof, materials (including copies) obtained by Parent such party or on its behalf from the Company other party as a result of this Agreement or in connection with this Agreementherewith, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

Access and Information; Confidentiality. (a) The Company shall (i) afford to Parent and its Representatives such reasonable access during normal business hours and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Company Subsidiary throughout the period from the date of this Agreement to the Effective Time to the Company’s and each of the Company Subsidiaries’ books, records, systems, Contracts, facilities and employees and (ii) give access or make available to Parent and its Representatives all financial, business, operational and other data and information (and shall provide reasonable consultation with respect thereto) concerning the Company and Company Subsidiaries promptly following a request by Parent (and to the extent that the data or information is of the type of data or information that has been provided to Parent in the ordinary course of business prior to the date of this Agreement in any event no later than the timeframe for which such data or information has been provided historically to Parent); provided, however, that the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or any agreement or obligation of confidentiality owing to a third party, jeopardize protections afforded to the Company or any Company Subsidiary under the attorney-client privilege or attorney work product doctrine (it being agreed that the parties shall use their reasonable best efforts to cause such information or the greatest portion possible to be provided in a manner that does not cause such jeopardization or contravention); provided, further, that the Company shall not be obligated to provide or give access to any minutes of meetings or resolutions of the Special Committee or the Company Board (or any sub-committees thereof) or any other business records or reports of or communication with any of its advisors relating to the evaluation or negotiation of this Agreement or the transactions contemplated hereby or any alternatives thereto. (b) The Company shall afford to Parent and its Representatives such reasonable access during normal business hours and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Company Subsidiary as provided generally in Section 5.06(a) in order to Parent's accountants, counsel and other representatives access throughout inspect any files or records maintained by the period prior Company or any Company Subsidiary relating to the Effective Time to its senior management, properties, books, contracts, commitments and records (including but not limited to tax returns) and all other information concerning its business, properties and personnel as Parent may reasonably requestDevelopment Tower Sites. (bc) Parent shall afford to Each of the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior managementParent shall hold, and shall cause their Representatives to hold, all information received from the other information concerning Parent as the Company party, directly or a Company Shareholder may reasonably request. The Company Shareholders indirectly, in confidence in accordance with, and shall also be afforded the opportunity to ask questions otherwise abide by and to receive accurate and complete answers from Parent concerning remain subject to, the terms and conditions of the Merger Amended and Restated Confidentiality Agreement dated as of July 3, 2014 between the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, Parent (ithe “Confidentiality Agreement”) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives in connection with the transactions contemplated by this Agreement, and (ii) (after the Closing Date) all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault of the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence which shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after survive any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, the terms therewith and shall cause its accountants, counsel terminate and other representatives to immediately destroy or deliver to be of no further force and effect upon the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from the Company in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of suchClosing.

Access and Information; Confidentiality. (a) The Company Seller shall afford to Parent permit the Buyer and to Parent's accountants, counsel its representatives after the date of this Agreement and other representatives access throughout the period prior to the Effective Time Closing Date to have reasonable access during normal business hours, upon reasonable advance notice, to the books and records, personnel and properties of the Acquired Business for the purpose of verifying the representations and warranties of the Seller hereunder; PROVIDED, HOWEVER, that such access shall be conducted by the Buyer and its senior managementrepresentatives in such a manner as not to interfere unreasonably with the businesses or operations of the Seller, properties, books, contracts, commitments and records (including but not limited to tax returns) and all other information concerning its business, properties and personnel as Parent may reasonably requestCVL or the Acquired Business. (b) Parent shall afford The Buyer acknowledges that all information provided to the Company Buyer pursuant hereto shall be subject to that certain confidentiality agreement, dated October 7, 1996, executed by the Buyer and Brisxxx-Xxxxx Xxxibb (the "CONFIDENTIALITY AGREEMENT"). Effective upon, and only upon the Closing, except as provided in this Section 7.1(b), the Confidentiality Agreement shall terminate; PROVIDED, HOWEVER, that the Buyer acknowledges and agrees that paragraph 1 of the Confidentiality Agreement shall survive for the remainder of the term of the Confidentiality Agreement with respect to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior management, any and all other information concerning Parent as the Company provided to it by or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions on behalf of the Merger and Seller or its Affiliates not related primarily to the issuance of shares of Parent Common Stock pursuant theretoAcquired Business. (c) The Company If the transactions contemplated by this Agreement are consummated, for a period of five (5) years from the Closing Date, the Buyer will maintain the confidentiality of any and all information, documents and materials relating to any business of the Seller or any of its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by Affiliates (other requirements of law, than the Acquired Business) which (i) all confidential documents and information concerning Parent and its affiliates furnished were provided to or obtained by the Company employees of the Acquired Business, (ii) remain in the possession of Acquired Business or its affiliates (iii) were provided to or representatives obtained by the Buyer in connection with the transactions contemplated hereby, including, without limitation, information, documents and materials (i) provided to the Acquired Business by this Agreement, Brisxxx-Xxxxx Xxxibb and/or its Affiliates in connection with the supply of certain infection control and contamination control products by the Acquired Business to Brisxxx-Xxxxx Xxxibb and/or such Affiliates and (ii) (after located at the Closing Date) all confidential documents and information concerning Properties but not primarily related to the CompanyAcquired Business, except to the extent that the disclosure of any such information can be shown to have been (Aor any portion thereof) previously known on a nonconfidential basis is authorized in writing by the CompanySeller or is compelled by law or legal process. The provisions of this Section 7.1(c) shall not apply to any information, (B) in documents or material which are or come into the public domain through no fault other than by reason of a breach of this Section 7.1(c). In the event of any breach of any of the Company or (C) later lawfully acquired by provisions of this Section 7.1(c), the Company from sources Seller and its Affiliates, in addition to any other than the Company (with respect to information described rights and remedies existing in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliatestheir favor, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises entitled to injunctive relief or other equitable remedies (without the same care with respect to such information as it would take to preserve the confidentiality posting of its own similar informationa bond or other security). (d) Prior to the Closing Date and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from the Company in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

Access and Information; Confidentiality. (a) The Company Subject to compliance with applicable Legal Requirements, from and after the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance notice from Buyer to Seller, the Seller shall afford provide to Parent the Buyer and its authorized representatives reasonable access, during normal business hours, to the Real Property, premises, books, records, key personnel, properties, systems, Providers, payors, customers, suppliers, documents, data and contracts of or pertaining to Seller. Between the date hereof and the Closing Date, Seller will permit Buyer’s transition planning team both remote access and on-site access at Seller’s offices and to Parent's accountantsSeller’s personnel, counsel data and information technology systems during normal business hours for purposes of planning the transition of the Business, and Seller will use commercially reasonable efforts to cooperate with and facilitate such transition planning and related matters as promptly as practicable and in any event in time to ensure a smooth and timely transition of the business in accordance with Buyer’s direction on the Closing Date, consistent with the terms of applicable Legal Requirements. Without limiting the foregoing, from the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Seller shall (or shall use its commercially reasonable efforts to cause its vendors to) (i) furnish Buyer and its authorized representatives with such financial, operating and other data and information as Buyer or any of its authorized representatives access throughout may reasonably request (and in a format reasonably requested by Buyer) related to (A) the period Business as operated following the date hereof and prior to the Effective Time Closing or (B) the Acquired Assets; (ii) use commercially reasonable efforts to provide Buyer (X) sufficiently in advance of Closing, copies of such information (and in a format reasonably requested by Buyer) as is reasonably requested by Buyer and its senior managementauthorized representatives in order for Buyer to assume operations of the Business on the Closing Date for the transition of Enrollees and continuity of care, properties, books, contracts, commitments and records (including but not limited to tax returnsY) and all copies of such other information concerning (and in a format reasonably requested by Buyer) as is necessary for the operation, ownership and management of the Acquired Assets or which is otherwise reasonably requested by Buyer, and which Seller is permitted by applicable Legal Requirements to provide or which is required or necessary to be provided to Buyer by to any Governmental Authority, including any such information as may be required to permit Buyer to satisfy its businessobligations to any Governmental Authority following the Closing, properties including the DOI, CHFS, and personnel as Parent may reasonably requestany third party accreditation or review organization. Without limiting the generality of the foregoing, during the period between the date hereof and until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Seller shall deliver to Buyer within thirty (30) days after the end of each month a copy of the unaudited balance sheet, income statement and statement of cash flows for Seller for such month prepared in a manner and containing information consistent with current practices and consistent with the representations set forth in Section 2.3. (b) Parent Buyer and Evolent, on the one hand, and Seller, on the other, shall afford not, without the prior written consent of the other party, disclose any Confidential Information of such other party in any manner whatsoever, in whole or in part. The receiving party shall not, without the prior written consent of the disclosing party, use any Confidential Information for any purpose other than evaluating the transactions contemplated hereby or fulfilling its obligations hereunder or otherwise pursuant to any pre-existing contractual arrangement. Each receiving party agrees to transmit the Company and Confidential Information only to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior management, and all other information concerning Parent as the Company or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions of the Merger and the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counselrepresentatives, consultants, employees and professional advisors and agents who need to hold, know the Confidential Information in confidence, unless compelled order to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives fulfill such party’s obligations in connection with the transactions contemplated hereby. In any event, each party will be responsible for any breach of this Section 5.6(b) by this Agreementany of its representatives, consultants, employees and professional advisors. (iic) (after In the Closing Date) all confidential documents event that the receiving party or its representatives are required to disclose any Confidential Information by law, regulation or the rules of any applicable securities exchange, or in a Proceeding, by an applicable securities exchange or on advice of counsel, the receiving party agrees to give the disclosing party prompt notice of such requirement and information concerning will cooperate with the Companydisclosing party if the disclosing party desires to seek a protective order. If, except to absent the extent that such information can be shown to have been (A) previously known on entry of a nonconfidential basis by protective order, the Companyreceiving party or its representatives are, (B) in the public domain through no fault opinion of counsel to such party, legally compelled to disclose such Confidential Information, the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company receiving party may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors the persons and agents in connection to the extent required without liability under this Agreement and such party agrees to cooperate with the transactions contemplated by this Agreement so long as such persons are informed by disclosing party’s reasonable commercial requests, at the Company of the disclosing party’s expense, in its efforts to obtain reliable assurances that confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall treatment will be satisfied if it exercises the same care with respect accorded to such information as it would take to preserve the confidentiality of its own similar informationConfidential Information. (d) Prior Notwithstanding anything contained herein to the Closing Date and after any termination contrary, effective as of this Agreementthe Closing, Parent and its affiliates all Confidential Information of Seller included in the Acquired Assets or otherwise related to the Business will hold, be deemed to be “Confidential Information” of Buyer and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except be subject to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in protections set forth herein for the public domain through no fault benefit of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar informationBuyer. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from the Company in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

Access and Information; Confidentiality. (a) From the date hereof until the earlier of the Closing or the termination of this Agreement, the Company shall permit Parent and the Merger Subsidiaries and their respective advisers and other representatives to have access to the Company’s properties, facilities, books, records and employees and provide Parent and the Merger Subsidiaries and their respective advisers and other representatives with such information as Parent from time to time reasonably may request with respect to the Company and its Subsidiaries. The Company shall afford furnish, or cause to be furnished, to Parent and to Parent's accountants, counsel the Merger Subsidiaries any financial and operating data and other representatives access throughout information (including, without limitation, Tax information and the period prior financial information required to be provided by the Company pursuant to Section 6.23) that is available with respect to the Effective Time to its senior management, properties, books, contracts, commitments and records (including but not limited to tax returns) and all other information concerning its business, properties and personnel Company as Parent may shall from time to time reasonably request, subject to any applicable Law, attorney-client privilege, or contractual restriction. (b) From and after the Closing, Parent and the Surviving Entity (and each Subsidiary thereof), on the one hand, and the Representative, on the other hand, shall promptly afford to the Company other party and to its counsel such other party’s designees and representatives reasonable access to the Company Shareholders access throughout books, records (including accountants’ work papers) and employees of the period prior Surviving Entity and its Subsidiaries to the Effective Time extent necessary to its senior managementpermit, on the one hand, the Representative to determine any matter relating to the Representative’s or the Stockholders’ rights and all obligations, or, on the other information concerning Parent as hand, Parent’s or the Company Surviving Entity’s rights and obligations, in each case, hereunder or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded relating to any period ending before the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions of the Merger and the issuance of shares of Parent Common Stock pursuant theretoClosing. (c) The Company and its affiliates will holdNotwithstanding anything to the contrary in Section 6.1(a) or (b), and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose any such access by judicial or administrative process or by other requirements of law, the parties (i) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives in connection with the transactions contemplated by this Agreement, and (ii) (after the Closing Date) all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault of the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known during normal business hours on a nonconfidential basis by Parentreasonable notice, (ii) in the public domain through no fault of Parent or shall not be required where such access would be prohibited by applicable Law and (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection shall not otherwise unreasonably interfere with the transactions contemplated by this Agreement so long as such persons are informed by Parent conduct of the confidential nature business of such information and are directed by Parent the party granting access. Unless otherwise consented to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained writing by Parent or on its behalf from the Company in connection with this AgreementRepresentative, whether so obtained before or as applicable, neither the Surviving Entity, any Subsidiary thereof, the Representative nor any Stockholder shall, for a period of seven (7) years after the execution hereofClosing, destroy, alter or otherwise dispose of any of the material corporate, financial, Tax and will accounting books and records (which shall not disclose include e-mails) of the Surviving Entity or any Subsidiary, without first offering to surrender to the other party such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, books and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of suchrecords.

Access and Information; Confidentiality. (a) The Company shall afford to Parent and to Parent's accountants, counsel and other representatives access throughout the period prior Subject to the Effective Time to its senior management, properties, books, contracts, commitments and records (including but not limited to tax returns) and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) Parent shall afford to the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior management, and all other information concerning Parent as the Company or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions of the Merger and Confidentiality Agreement, from the issuance date of shares this Agreement until the earlier of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents the Closing and information concerning Parent (ii) the termination of this Agreement in accordance with Article VII, the Company shall allow Buyer and its affiliates furnished authorized Representatives to make such reasonable investigation of the business, operations and properties of the Company or its affiliates or representatives as Buyer may from time to time reasonably request in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and other Representatives (iiincluding legal counsel and independent accountants) (after of the Closing Date) all confidential documents Company and information concerning the properties and books and records of the Company. Without limiting the Company’s obligations under Section 5.14, except to the extent that such information can be shown to have been Company shall (A) previously known on a nonconfidential basis by the Companyfurnish Buyer and its Representatives, (B) in the public domain through no fault including prospective financing sources, with such financial, operating and other data and information and copies of documents with respect to the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with any of the transactions contemplated by this Agreement so long as such persons are informed by Buyer shall from time to time reasonably request and (B) instruct the Company of the confidential nature of such information employees, counsel, independent accountants and are directed by the Company to treat such information confidentially. The obligation financial advisors of the Company and its Subsidiaries to use their commercially reasonable efforts to cooperate with Buyer in its investigation of the Company and its Subsidiaries. All access and investigation pursuant to this Section 5.3 shall be coordinated through the Company’s Executive Vice President and General Counsel or such other personnel as the parties may agree, shall occur only upon reasonable notice and during normal business hours and shall be conducted at Buyer’s expense and in such a manner as not to interfere unreasonably with the normal operations of the business of the Company and its Subsidiaries. Notwithstanding anything herein to the contrary, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (x) violate or prejudice the rights of its clients, (y) in the Company’s good faith opinion, after consultation with legal counsel, jeopardize the attorney-client privilege of the Company or its Subsidiaries or (z) contravene any Law or any binding agreement entered into prior to the date of this Agreement. (b) The parties hereto will hold any information which is obtained in connection herewith in accordance with the terms of the Confidentiality Agreement and, in the event this Agreement is terminated for any reason, the parties hereto shall promptly return or destroy such information in confidence accordance with the Confidentiality Agreement. The Confidentiality Agreement shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after survive any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from the Company in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

Access and Information; Confidentiality. From the date of this Agreement until the earlier of (ai) The the Closing, and (ii) the termination of this Agreement in accordance with Article X, the Company shall afford allow Buyer and its Representatives to Parent make such reasonable investigation, upon reasonable notice and during normal business hours, under the supervision of the Company’s personnel and in such a manner as not to Parent's accountantsmaterially interfere with the normal operations of the Company, counsel and other representatives access throughout of the period prior to the Effective Time to its senior management, properties, books, contracts, commitments and records (including but not limited to tax returns) and all other information concerning its business, operations and properties and personnel as Parent may reasonably request. (b) Parent shall afford to the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior management, and all other information concerning Parent as of the Company or any * Omitted information is the subject of a Company Shareholder may reasonably requestrequest for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. The Company Shareholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions Subsidiary of the Merger and the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives as is reasonably necessary in connection with the transactions contemplated by this Agreement, and (ii) (after the Closing Date) all confidential documents and information concerning the Company, except . Such investigation shall include reasonable access to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault respective Representatives of the Company or (C) later lawfully acquired and its Subsidiaries and the properties, books, records and commitments of the Company and its Subsidiaries. The Company shall furnish Buyer and its Representatives with such financial, operating and other data and information maintained by the Company from sources other than in the Company (ordinary course of business with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with or any of the transactions contemplated by this Agreement so long as such persons Buyer shall from time to time reasonably request (for the avoidance of doubt, the Company shall not be required to prepare any additional materials that are informed not otherwise prepared by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by absent entering into this Agreement, except as explicitly set forth herein). Notwithstanding the foregoing, no access or information shall be required pursuant to this Section 6.2 to the extent that such information can be shown to have been in the reasonable good faith judgment of the Company, (i) previously known on a nonconfidential basis by Parentapplicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) in the public domain through no fault of Parent information is subject to confidentiality obligations to a third party or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent disclosure of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from the Company in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties document would jeopardize attorney-client privilege or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereofthe attorney-client work product doctrine; provided, however, that the Company shall, and shall cause each of its accountants, counsel and other representatives Subsidiaries to, immediately destroy use commercially reasonable efforts to negotiate in good faith agreements or deliver arrangements that permit the provision of such information to Parent all documents and other material, and all copies thereof, obtained by Buyer without having any such effects. As soon as reasonably practicable following the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution date hereof, and will not disclose in any such information or documents event no later than October 15, 2018, the Company shall provide to any third parties or make any Buyer its financial statements for the month ended August 31, 2018. In addition, following September 30, 2018, the Company shall use commercially reasonable efforts to perform a quarter-end closing of suchits financial results and provide to Buyer its financial statements for the nine months ended September 30, 2018 as soon as reasonably practicable thereafter.

Access and Information; Confidentiality. (a) The Company shall afford to Parent Between the date of this Agreement and to Parent's accountants, counsel and other representatives access throughout the period prior to the Effective Time to its senior managementTime, properties, books, contracts, commitments and records (including but not limited to tax returns) and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) Parent shall afford to the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior managementwill give, and all other information concerning Parent as the Company or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity direct its accountants and legal counsel to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions of the Merger and the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives in connection with the transactions contemplated by this Agreement, and (ii) (after the Closing Date) all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault of the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after any termination of this Agreementgive, Parent (and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, actuaries, legal counsel, financial advisors, financing sources, agents and other representatives, collectively, "Parent Representatives"), at reasonable times and upon reasonable intervals and notice and following advance consultation with the Company's Chief Executive Officer or Chief Operating Officer, access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to the Company and the Company Subsidiaries (including Tax Returns, internal work papers, client files, client contracts and director service agreements) and such financial and operating data and other information, all of the foregoing as Parent or the Parent Representatives may reasonably request regarding the business, assets, liabilities, employees and other aspects of the Company and the Company Subsidiaries (including providing Parent and the Parent Representatives with unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in the form such financial statements have been delivered to Parent prior to the date hereof, of the Company and providing Parent and the Parent Representatives with the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results) and instruct the officers, directors, employees, accountants, consultants, legal counsel and financial advisors of the Company and agents the Company Subsidiaries to cooperate with Parent and the Parent Representatives in connection their investigation of the Company and the Company Subsidiaries (including by reading available independent public accountant's work papers), and a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities Laws; provided that Parent and the Parent Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the transactions contemplated by this Agreement so long as business or operations of the Company. No such persons are informed access, inspections or furnishing of information shall have any adverse effect on Parent or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Merger have not been satisfied. (b) All information obtained by Parent of the confidential nature of such information and are directed by Parent or Merger Sub pursuant to treat such information confidentially. The obligation of Parent to hold any such information in confidence this Section 4.2 shall be satisfied if kept confidential in accordance with the confidentiality agreement, dated October 8, 2007 (the "Confidentiality Agreement"), between Parent and the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not take any action to waive or release, or to exempt any third party from, any standstill arrangements to which it exercises is a party or the same care provisions of any Takeover Laws; provided, however, that with respect to such information as they would take standstill arrangements, the Company may waive appropriate provisions of such arrangements if requested to preserve do so by the confidentiality of its own similar information. other party or parties thereto, but solely to the extent (ei) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives necessary to immediately destroy permit such party or deliver parties to submit a Company Takeover Proposal to the Company or the Company's stockholders, (ii) that following consultation with outside legal counsel and its financial advisors, the Board determines in good faith that the failure to grant such waiver would violate the fiduciary duties of the Board to the stockholders of the Company under all documents applicable Law and other material(iii) the Company simultaneously, irrevocably and all copies thereof, obtained permanently waives compliance by Parent or on its behalf from with paragraph 10 of the Company in connection with this Confidentiality Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

Access and Information; Confidentiality. (a) The Company shall afford to Parent and to Parent's accountants, counsel and other representatives access throughout the period prior to the Effective Time to its senior management, properties, books, 30 -26- contracts, commitments and records (including but not limited to tax returns) and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) Parent shall afford to the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior management, and all other information concerning Parent as the Company or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions of the Merger and the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives in connection with the transactions contemplated by this Agreement, and (ii) (after the Closing Date) all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault of the Company or (C) later lawfully acquired by the Company from sources other than the Company Parent (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from the Company in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

Access and Information; Confidentiality. (a) The Company shall afford Subject to Parent and to Parent's accountantsApplicable Law, counsel and other representatives access throughout the period prior to the Effective Time to its senior management, properties, books, contracts, commitments and records (including but not limited to tax returns) and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) Parent shall afford to the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior management, and all other information concerning Parent as the Company Competition Law or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions of the Merger and the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives in connection with the transactions contemplated by this Agreement, and (ii) (after the Closing Date) all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault of the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from the Company in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereofapplicable Orders, the Company shall, and shall cause its Subsidiaries to, during the period from and after the date hereof until the Effective Time or the earlier termination of this Agreement, upon reasonable advance notice: (i) afford Parent and its authorized officers, employees, accountants, counsel counsel, investment bankers, Financing Sources and consultants (collectively, “Representatives”) reasonable access, at Parent’s expense and at reasonable times during normal business hours, in the presence of at least one (1) Representative of the Company, to the premises, properties, Contracts, books and records, and other representatives todocuments and financial, immediately destroy or deliver operating and other data of the Company and its Subsidiaries as Parent may reasonably request; (ii) furnish to Parent all documents and Merger Sub such financial and operating data and other materialinformation that is available relating to the Business (but only to the extent primarily related to the Business) as Parent may reasonably request; and (iii) instruct the appropriate employees of the Company and its Subsidiaries to cooperate reasonably with Parent and its Representatives in connection with the foregoing; provided, however, that, in each case, such access, furnishing of information and all copies thereof, obtained by cooperation shall not (w) unreasonably disrupt the operations of the Company or on any of its behalf from Parent Subsidiaries, (x) require the Company or any of its Subsidiaries to permit any inspection or to disclose any information that would violate the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in connection with the ordinary course of business (provided, however, that at the reasonable written request of Parent, the Company shall use its reasonable best efforts to obtain the required consent of such third party to such inspection or disclosure), (y) require the Company or any of its Subsidiaries to disclose any information that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege), or (z) require the Company or any of its Subsidiaries to disclose any financial or proprietary information of or regarding the Affiliates of the Company (excluding the Subsidiaries of the Company) or otherwise disclose information regarding the Affiliates of the Company (excluding Subsidiaries of the Company) which the Company reasonably deems to be commercially sensitive. Notwithstanding anything expressed or implied in this Agreement, whether so neither the Company nor any of its Subsidiaries shall be required to (1) disclose to any Person, any Tax information or Tax Return that does not relate to the Company or its Subsidiaries or (2) provide any information regarding the Company or any of its Subsidiaries in any format or otherwise to manipulate or reconfigure any data regarding the Company’s or any of its Subsidiaries’ business, assets, financial performance or condition or operations. (b) Prior to the Closing, Parent, Merger Sub and their respective Representatives shall not contact or communicate with (i) the employees of the Company or any of its Subsidiaries (other than Vxxxxxx Xxxxx, Jxx Xxxxxx and Nxxx Xxxxxxxxxx XxXxxxx) or (ii) the customers and suppliers of the Company or any of its Subsidiaries regarding the Business of the Company and its Subsidiaries or this Agreement and the transactions contemplated hereby, in each case except with the prior consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed to the extent customary for transactions of this kind). All requests for information made pursuant to this Section 6.1 shall be directed to Vxxxxxx Xxxxx, Jxx Xxxxxx or Nxxx Xxxxxxxxxx XxXxxxx. All such information provided or obtained before or after pursuant to subsection (a) above shall be governed by and subject to the execution hereofterms of the Confidentiality Agreement, dated December 12, 2013 between Lightyear Capital LLC, on behalf of the Company, and will not disclose any such information or documents to any third parties or make any use Parent (the “Confidentiality Agreement”). Upon the Closing, the Confidentiality Agreement shall terminate and be of suchno further force and effect.

Access and Information; Confidentiality. (a) The Company shall afford to Parent Between the date of this Agreement and to Parent's accountants, counsel and other representatives access throughout the period prior to the Effective Time to its senior managementTime, properties, books, contracts, commitments and records (including but not limited to tax returns) and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) Parent shall afford to the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior managementwill give, and all other information concerning Parent as the Company or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity direct its accountants and legal counsel to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions of the Merger and the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives in connection with the transactions contemplated by this Agreement, and (ii) (after the Closing Date) all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault of the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after any termination of this Agreementgive, Parent (and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, actuaries, legal counsel, financial advisors, financing sources, agents and other representatives, collectively, "Parent Representatives"), at reasonable times and upon reasonable intervals and notice and following advance consultation with the Company's Chief Executive Officer or Chief Operating Officer, access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to the Company and the Company Subsidiaries (including Tax Returns, internal work papers, client files, client contracts and director service agreements) and such financial and operating data and other information, all of the foregoing as Parent or the Parent Representatives may reasonably request regarding the business, assets, liabilities, employees and other aspects of the Company and the Company Subsidiaries (including providing Parent and the Parent Representatives with unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in the form such financial statements have been delivered to Parent prior to the date hereof, of the Company and providing Parent and the Parent Representatives with the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results) and instruct the officers, directors, employees, accountants, consultants, legal counsel and financial advisors of the Company and agents the Company Subsidiaries to cooperate with Parent and the Parent Representatives in connection their investigation of the Company and the Company Subsidiaries (including by reading available independent public accountant's work papers), and a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities Laws; provided that Parent and the Parent Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the transactions contemplated by this Agreement so long as business or operations of the Company. No such persons are informed access, inspections or furnishing of information shall have any adverse effect on Parent or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Merger have not been satisfied. Table of Contents (b) All information obtained by Parent of the confidential nature of such information and are directed by Parent or Merger Sub pursuant to treat such information confidentially. The obligation of Parent to hold any such information in confidence this Section 4.2 shall be satisfied if kept confidential in accordance with the confidentiality agreement, dated October 8, 2007 (the "Confidentiality Agreement"), between Parent and the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not take any action to waive or release, or to exempt any third party from, any standstill arrangements to which it exercises is a party or the same care provisions of any Takeover Laws; provided, however, that with respect to such information as they would take standstill arrangements, the Company may waive appropriate provisions of such arrangements if requested to preserve do so by the confidentiality of its own similar information. other party or parties thereto, but solely to the extent (ei) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives necessary to immediately destroy permit such party or deliver parties to submit a Company Takeover Proposal to the Company or the Company's stockholders, (ii) that following consultation with outside legal counsel and its financial advisors, the Board determines in good faith that the failure to grant such waiver would violate the fiduciary duties of the Board to the stockholders of the Company under all documents applicable Law and other material(iii) the Company simultaneously, irrevocably and all copies thereof, obtained permanently waives compliance by Parent or on its behalf from with paragraph 10 of the Company in connection with this Confidentiality Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

Access and Information; Confidentiality. (a) The Subject to the terms of the Confidentiality Agreement, from the date of this Agreement until the earlier of (i) the Closing, and (ii) the termination of this Agreement in accordance with Article XI, the Company shall afford (x) allow Buyer and its Representatives to Parent make such reasonable investigation of the business, operations and to Parent's accountantsproperties of the Company, counsel and other representatives including granting reasonable access throughout the period prior to the Effective Time to its senior management, properties, books, contracts, commitments and records (including but not limited to tax returns) and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) Parent shall afford to respective Representatives of the Company and to its counsel Subsidiaries and to the Company Shareholders access throughout the period prior to the Effective Time to its senior managementproperties, books and all other information concerning Parent as the Company or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions records of the Merger and the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will holdSubsidiaries and (y) furnish Buyer and its Representatives with such financial, operating and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents data and information concerning Parent and its affiliates furnished copies of documents with respect to the Company or its affiliates or representatives any of the transactions contemplated by this Agreement as Buyer shall from time to time reasonably request. Notwithstanding anything to the contrary in connection with this Section 6.2(a), the foregoing shall (a) be permitted only to the extent reasonably necessary to enable Buyer to complete the transactions contemplated by this Agreement, and (iib) (after not apply with respect to any information the Closing Date) all confidential documents and information concerning disclosure of which would, based on the advice of the Company’s outside counsel, except waive any privilege or breach any duty of confidentiality owed to any Person without the consent of the beneficiary thereof of which the Company shall promptly notify Buyer, (c) not apply with respect to any document or information regarding the Company’s or any of its Subsidiaries’ entry into or conducting of a competitive sale process prior to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by the Companyexecution of this Agreement, (Bd) in the public domain through no fault not apply with respect to any investigation, sampling or testing of any environmental media at any properties of the Company or its Subsidiaries, except with the Company’s prior written consent (Ce) later lawfully acquired not apply to such portions of documents or information relating to pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by the Company from sources other than Company’s outside counsel, might reasonably result in antitrust difficulties between the Company and its Subsidiaries and Buyer or any of their respective Affiliates and (f) not apply with respect to any document or information described the disclosure of which would be in clause (ii) above) violation of applicable Laws of any Governmental Entity or Parent; provided that the provisions of any agreement to which the Company may disclose such information or any of its Subsidiaries is a party. Neither Buyer nor Merger Sub shall, prior to its affiliatesthe Closing Date, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold have any such information in confidence shall be satisfied if it exercises the same care contact whatsoever with respect to such information as it would take to preserve the confidentiality Company or any of its own similar information. (d) Prior Subsidiaries or with respect to the Closing Date and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, with any partner, lender, lessor, vendor, customer, supplier, employee or consultant of the Company or any of its Subsidiaries, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection consultation with the transactions contemplated by this Agreement so long as such persons are informed by Parent Company and then only with the express prior approval of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence Company (which approval shall not be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar informationunreasonably withheld, conditioned or delayed). (eb) If All access and investigation pursuant to this Agreement is terminated in accordance with Section 8.1 hereof6.2 shall be coordinated through the Company’s Chief Financial Officer, Parent shall, shall occur only upon reasonable notice and during normal business hours and shall cause its accountants, counsel be conducted at Buyer’s expense and other representatives in such a manner as not to immediately destroy or deliver to interfere with the normal operations of the business of the Company all documents and other material, its Subsidiaries and all copies thereof, obtained by Parent or on its behalf from shall be subject to existing confidentiality obligations of the Company in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, its Subsidiaries and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of suchapplicable Law.

Access and Information; Confidentiality. (a) The Company Upon reasonable notice and subject to Applicable Law relating to the exchange of information, Holdco shall afford to Parent and to Parent's accountantsany Shareholder which, counsel and other representatives together with its Permitted Transferees, holds 2.5% or more of the outstanding Shares access throughout the period prior during normal business hours to the Effective Time to its senior management, properties, books, contracts, commitments records and records (including but not limited to tax returns) and all other information concerning its business, properties and personnel as Parent may reasonably requestHoldco. (b) Parent Holdco shall afford make available to any Shareholder copies of all audited consolidated annual financial statements and unaudited consolidated quarterly financial statements. This information shall be made available to any Shareholder as and when such information is required to be prepared and disseminated to lenders to Holdco or, in the Company and to its counsel and to absence of any such requirement, as promptly as reasonably practicable following the Company Shareholders access throughout the period prior to the Effective Time to its senior management, and all other time that such information concerning Parent as the Company or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions of the Merger and the issuance of shares of Parent Common Stock pursuant theretohas been prepared by Holdco. (c) The Company Each Shareholder recognizes that Confidential Information may have been and its affiliates will holdmay be disclosed to such Shareholder by Holdco. Each Shareholder shall not use or disclose (except as otherwise expressly contemplated herein or as otherwise agreed to in writing by Holdco), and will shall cause its controlled affiliates and use their reasonable best efforts to cause their its other affiliates and shall cause its and its controlled affiliates’ and shall use reasonable best efforts to cause its other affiliates’ respective officers, directors, employees, financial advisors, accountants, counsellawyers, consultants, advisors lenders and agents not to holduse or disclose (except as otherwise expressly contemplated herein or as otherwise agreed to in writing by Holdco), in confidenceto any third party, unless compelled to disclose by judicial or administrative process or by other requirements any Confidential Information of lawHoldco, (i) all confidential documents and information concerning Parent and its affiliates furnished to without the Company or its affiliates or representatives in connection with the transactions contemplated by this Agreementprior written consent of Holdco, and (ii) (after the Closing Date) all confidential documents and information concerning the Company, except shall use due care to the extent ensure that such information can be shown to have been (A) previously known on Confidential Information is kept confidential, including by treating such Confidential Information with a nonconfidential basis by the Company, (B) in the public domain through reasonable degree of care no fault of the Company or (C) later lawfully acquired by the Company from sources other less than the Company (with respect degree of care such Shareholder would apply to information described in clause (ii) above) or Parentits own confidential information; provided that the Company may disclose Confidential Information can be disclosed to such information to Shareholder’s affiliates, its and its affiliates, stockholders, officers, ’ directors, employees, financial advisors, accountants, counsellawyers, consultants, advisors lenders and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature management of such information Shareholder’s investment in Holdco who will observe this Section 3.01(c) and are directed by hold such information, knowledge, systems and data in strict confidence. As used herein, “Confidential Information” means all information, knowledge, systems or data relating to the Company to treat such information confidentially. The obligation business, operations, finances, policies, strategies, intentions or inventions of the Company to hold Holdco and its respective affiliates and subsidiaries from whatever source obtained, except for any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after any termination of this Agreement, Parent and its affiliates will holdknowledge, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial systems or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been data which (i) previously at the time of disclosure was in the public domain or otherwise in the possession of the disclosing person unless such information, knowledge, systems or data was placed into the public domain or became known on a nonconfidential basis by Parentto such disclosing person in violation of the disclosing party’s non-disclosure obligation, (ii) in the public domain through no fault of Parent or was available on a non-confidential basis prior to its disclosure, (iii) later lawfully acquired by Parent becomes available on a non-confidential basis from sources other than a third party source who, to the Company; provided that Parent may disclose knowledge of the disclosing person, was not prohibited from disclosing such information by a legal, contractual, fiduciary or other obligation or (iv) was independently developed by the disclosing party. If any Shareholder becomes legally compelled by court decision, subpoena or governmental order to its officersdisclose any of the Confidential Information which has been provided to it or to which it has had access, directorsit will provide prompt written notice thereof to Holdco and will, employeesat the sole cost of Holdco, accountants, counsel, consultants, advisors use reasonable efforts to cooperate with Holdco’s attempt to obtain a protective order or other remedy to prevent the disclosure of such Confidential Information and agents in connection with agrees not to object to any such attempt. This Section 3.01(c) shall survive the transactions contemplated by termination of this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar informationfor two years. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from the Company in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

Access and Information; Confidentiality. From the date hereof until the Closing Date or such later date as may be specified below: (a) The Company shall afford Seller will, upon prior notice from the Buyer and during normal business hours, (i) give the Buyer and its authorized representatives reasonable access to Parent the Purchased Assets and Real Property and to Parent's accountantsBusiness Records, counsel offices and other facilities and properties relating to the Business; (ii) permit the Buyer to make such inspections thereof and the performance of such soil and groundwater tests, surveys, environmental assessments and audits, and other inspections, tests and inquiries as the Buyer may desire (provided that, with respect to environmental tests, Buyer's environmental consultant has recommended or in the future recommends the tests (provided that any additional testing recommended by Buyer's environmental consultant in the future must be reasonably related to Hazardous Substances discovered in its initially recommended testing), and the tests shall be coordinated with Seller, but shall not be delayed by Seller); (iii) cause its officers or other appropriate officials to furnish the Buyer with such financial and operating data and other information with respect to the Business as the Buyer may from time to time reasonably request; and (iv) permit the Buyer and its representatives access throughout the period prior to information pertaining to the Effective Time Business as the Buyer reasonably may request; provided, however, that any such investigation by the Buyer shall be conducted in such a manner as not to its senior managementinterfere unreasonably with the operation of the Business and will be subject to the provisions of Section 5.5(b). Prior to the Closing Date, properties, books, contracts, commitments Seller shall deliver to Buyer the April Statement of Operations and records (including but not limited to tax returns) and all other information concerning its business, properties and personnel as Parent may reasonably requestthe April Balance Sheet. (b) Parent shall afford The Buyer agrees to, and to cause its employees and agents to, protect the confidentiality of all proprietary and confidential information received from Seller and relating to the Company Purchased Assets and the Business received from the Seller pursuant to this Agreement (the "Confidential Information"), using the same care and procedures used to protect the Buyer's own proprietary and confidential information, and agrees not to disclose, and to cause its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior managementAffiliates, and all other information concerning Parent as the Company or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions of the Merger and the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors employees and agents not to holddisclose, in confidence, unless compelled the Confidential Information to disclose by judicial or administrative process or by any other requirements of law, (i) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives Persons except as may be reasonably necessary in connection with the transactions contemplated herein or except to the extent (i) such Confidential Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Buyer's obligations hereunder or any other party's confidentiality obligations owed to the Seller and known by this Agreement, and the Buyer; (ii) such Confidential Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Buyer; (iii) the Buyer can demonstrate by written records that such Confidential Information was in the possession of the Buyer or its Affiliates prior to any disclosure by the Seller or subsequent to such disclosure was independently developed by the Buyer or its Affiliates without use of or reliance on the Confidential Information; or (iv) disclosure is necessary for the Buyer to enforce any or all of its rights under this Agreement. In the event this Agreement is terminated pursuant to Section 8.1, the Buyer shall return to the Seller all written Confidential Information provided to the Buyer by the Seller and all copies thereof and will not use any Confidential Information in any of its manufacturing or sales processes or procedures, or make any use of such Confidential Information in its businesses, or pass any such Confidential Information on to any third party, without the prior written consent of the Seller. The restrictions on the Buyer set forth in the preceding sentence shall terminate on the earlier of (x) the occurrence of the Closing and (y) the fifth anniversary of the date hereof. In the event the Closing occurs, then for the period ending five (5) years after the Closing Date) , the Seller agrees to, and to cause its employees and agents to, protect the confidentiality of all confidential documents and information concerning the Company, Confidential Information (except to the extent that such information can be shown related directly to have been (Athe Retained Business) previously known on a nonconfidential basis by using the Companysame care and procedures used to protect the Seller's own proprietary and confidential information, (B) in the public domain through no fault of the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect and agrees not to information described in clause (ii) above) or Parent; provided that the Company may disclose such information disclose, and to cause its affiliatesAffiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors employees and agents not to disclose, such Confidential Information to any other Persons except as may be reasonably necessary in connection with the transactions contemplated by this Agreement so long as herein or except to the extent (i) such persons are informed Confidential Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Seller's obligations hereunder or any other party's confidentiality obligations owed to the Buyer and known by the Company Seller; (ii) such Confidential Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Seller; or (iii) disclosure is necessary for the Seller to enforce any or all of its rights under this Agreement. For the period ending five (5) years after the date hereof, the Buyer agrees to, and to cause its employees and agents to, protect the confidentiality of all confidential nature of such and proprietary information received from Seller and are directed by relating to the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises Retained Business ("Confidential Retained Business Information") using the same care with respect and procedures used to such information as it would take to preserve protect the confidentiality of its Buyer's own similar proprietary and confidential information. (d) Prior to the Closing Date and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts agrees not to disclose, and to cause their respective officersits Affiliates, directors, employees, accountants, counsel, consultants, advisors employees and agents not to holddisclose, in confidence, unless compelled such Confidential Retained Business Information to disclose by judicial or administrative process or by any other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates Persons except as may be reasonably necessary in connection with the transactions contemplated by this Agreement, herein or except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) such Confidential Retained Business Information is in the public domain through no fault or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of Parent the Buyer's obligations hereunder or any other party's confidentiality obligations owed to the Seller and known by the Buyer; (ii) such Confidential Retained Business Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Buyer; (iii) later lawfully acquired the Buyer can demonstrate by Parent from sources other than written records that such Confidential Retained Business Information was in the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent possession of the confidential nature Buyer or its Affiliates prior to any disclosure by the Seller or its Affiliates without use of such information and are directed by Parent or reliance on the Confidential Retained Business Information; or (iv) disclosure is necessary for the Buyer to treat such information confidentially. The obligation of Parent to hold enforce any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality or all of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from the Company in connection with rights under this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

Access and Information; Confidentiality. (a) The Between the date hereof and the Closing Date or the earlier termination of this Agreement, upon reasonable prior written notice and subject to applicable Laws relating to the exchange of information, the Company shall afford will provide to Parent and Newco and their respective authorized representatives, during normal business hours, reasonable access to the books, records and management-level personnel of the Acquired Companies; provided that such access shall be in a manner that does not materially interfere with the normal business operations of any Acquired Company. Notwithstanding anything herein to the contrary, (i) no such access shall be permitted to the extent that it would require any Acquired Company to disclose information subject to attorney-client or similar privilege (provided that the Company shall request, but shall not be required to obtain, a waiver of any such confidentiality obligations upon Parent's accountants’s reasonable prior written request; and provided, counsel further, that the Company shall use commercially reasonable efforts to seek alternative means to disclose such information as nearly as possible without affecting attorney-client privilege), (ii) no such access shall be permitted to the extent that it would be in violation of applicable Law, (iii) neither Parent nor its representatives shall contact any suppliers to, or customers of, the Acquired Companies regarding the Acquired Companies or the transactions contemplated hereby prior to the Closing without first obtaining the written consent of the Company and (iv) no such access shall be permitted for any environmental sampling. (b) For the six (6) year period commencing on the Closing Date, Parent and the Company (or its successor) will provide the Stockholder Representative (subject to a confidentiality agreement with the Ultimate Surviving Corporation) and its authorized representatives access (including the right to make photocopies) to the books and records of the Acquired Companies (or their successors) and other representatives written information with respect to the Acquired Companies (or their successors) as the Stockholder Representative may reasonably request from time to time, in each case to the extent reasonably required for Tax purposes or to defend a Proceeding; provided that no such access throughout shall be granted in connection with any dispute relating to this Agreement or Merger Documents or the transactions contemplated thereby or otherwise among the parties, Company Securityholders or their Affiliates. Parent shall, and shall cause the Acquired Companies to, preserve and keep all material books and records of the Acquired Companies relating to the period prior to the Effective Time Closing for a period of at least six (6) years from the Closing Date. The obligations of Parent under this Section 5.1(b) shall not be terminated or modified in such a manner as to its senior management, properties, books, contracts, commitments and records adversely affect any Company Securityholder without the express written consent of such affected Company Securityholder (including but not limited to tax returns) and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) Parent shall afford to it being expressly agreed that the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior management, and all other information concerning Parent as the Company or a Company Shareholder may reasonably request. The Company Shareholders Securityholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions third-party beneficiaries of the Merger and the issuance of shares of Parent Common Stock pursuant theretothis Section 5.1(b)). (c) The parties acknowledge that LWI and Focus LLC have previously entered into the Confidentiality Agreement, which will continue in full force and effect in accordance with its terms, and each of the parties thereto and Parent, Newco and the Company and its affiliates will hold, and will use their best efforts to cause each of their respective directors, officers, directors, employees, agents and advisors (including attorneys, accountants, counsel, consultants, advisors bankers and agents financial advisors) to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents and information concerning Parent and its affiliates furnished obtained pursuant to the Company negotiation and execution of this Agreement or its affiliates or representatives in connection with the effectuation of the transactions contemplated by this Agreement, and (ii) (after the Closing Date) all hereby confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault of the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from terms of the Company in connection with this Confidentiality Agreement, whether so obtained before or after . Upon the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereofClosing, the Company shall, Confidentiality Agreement will automatically terminate and shall cause its accountants, counsel and other representatives to, immediately destroy be of no further force or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of sucheffect.

Access and Information; Confidentiality. (a) The Company shall afford Subject to Parent and to Parent's accountantsApplicable Law, counsel and other representatives access throughout the period prior to the Effective Time to its senior management, properties, books, contracts, commitments and records (including but not limited to tax returns) and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) Parent shall afford to the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior management, and all other information concerning Parent as the Company Competition Law or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions of the Merger and the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives in connection with the transactions contemplated by this Agreement, and (ii) (after the Closing Date) all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault of the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from the Company in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereofapplicable Orders, the Company shall, and shall cause its Subsidiaries to, during the period from and after the date hereof until the Effective Time or the earlier termination of this Agreement, upon reasonable advance notice: (i) afford Parent and its authorized officers, employees, accountants, counsel counsel, investment bankers and other representatives toconsultants (collectively, immediately destroy or deliver “Representatives”) reasonable access, at Parent’s expense and at reasonable times during normal business hours, in the presence of at least one (1) Representative of the Company, to the premises, properties, books and records of the Company and its Subsidiaries as Parent may reasonably request; (ii) furnish to Parent all documents and other material, Merger Sub such monthly financial and all copies thereof, obtained operating reports as are prepared by the Company or on in the ordinary course relating to the Business (but only to the extent directly and solely related to the Business) as Parent may reasonably request; and (iii) instruct the appropriate employees of the Company and its behalf from Subsidiaries to cooperate reasonably with Parent and its Representatives in connection with the foregoing; provided that, in each case, such access, furnishing of information and cooperation shall not (w) unreasonably disrupt the operations of the Company or any of its Subsidiaries, (x) require the Company or any of its Subsidiaries to permit any inspection or to disclose any information that in the reasonable judgment of the Company or any of its Subsidiaries, as applicable, would result in the disclosure of any trade secrets or violate any of their respective obligations or policies with respect to confidentiality, (y) require the Company or any of its Subsidiaries to disclose any privileged information of the Company or any of its Subsidiaries or (z) require the Company or any of its Subsidiaries to disclose any financial or proprietary information of or regarding the Affiliates of the Company (excluding the Subsidiaries of the Company) or otherwise disclose information regarding the Affiliates of the Company (excluding Subsidiaries of the Company) which the Company deems to be commercially sensitive or contrary to Applicable Law. Notwithstanding anything expressed or implied in this Agreement, whether so neither the Company nor any of its Subsidiaries shall be required to (1) disclose to any Person, any Tax information or Tax Return that does not relate to the Company or its Subsidiaries or (2) provide any information regarding the Company or any of its Subsidiaries in any other format or otherwise to manipulate or reconfigure any data regarding the Company’s or any of its Subsidiaries’ business, assets, financial performance or condition or operations. (b) Prior to the Closing, Parent, Merger Sub and their respective Representatives shall not contact or communicate with (i) the employees of the Company or any of its Subsidiaries or (ii) the customers and suppliers of the Company or any of its Subsidiaries, in each case except with the prior consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed to the extent customary for transactions of this kind). All requests for information made pursuant to this Section 6.1 shall be directed to Xxxxxxx Sachs & Co. and CIBC World Markets Inc. All such information provided or obtained before or pursuant to subsection (a) above shall be governed by and subject to the terms of the Confidentiality Agreement, dated August 2, 2011 between the Company and Parent (the “Confidentiality Agreement”). (c) Parent and Merger Sub (and, after the execution hereofEffective Time, the Surviving Corporation) agree to indemnify and hold the Company and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Representative of Parent or Merger Sub, and will not disclose any such information loss, damage to or documents to destruction of any third parties property owned by the Company and its Subsidiaries or make any others (including claims or liabilities for loss of use of suchany property) to the extent resulting directly or indirectly from the action or inaction of any of the Representatives of Parent or Merger Sub during any visit to the business or property sites of the Company and its Subsidiaries prior to the Effective Time, whether pursuant to this Section 6.1 or otherwise. During any visit to the business or property sites of the Company and its Subsidiaries, each of Parent and Merger Sub shall, and shall cause its respective Representatives accessing such properties to, comply with all Applicable Laws and applicable Orders and all of the safety and security procedures of the Company and its Subsidiaries, and to conduct itself in a manner that could not reasonably be expected to interfere with the operation, maintenance or repair of the assets of the Company and its Subsidiaries. None of Parent, Merger Sub or any of their Representatives shall conduct any environmental testing or sampling on any of the business or property sites (including the Leased Facilities) of the Company or its Subsidiaries prior to the Effective Time.

Access and Information; Confidentiality. (a) The Company shall (a) afford to Parent and to Parent's accountants, counsel and other representatives its Representatives such access during normal business hours throughout the period prior from the date of this Agreement to the Effective Time to its senior management, properties, the Company’s and each of the Company Subsidiaries’ books, contractsrecords, commitments systems, Contracts, facilities and records employees and (including but not limited b) furnish to tax returns) Parent and its Representatives all other information concerning its financial, business, properties operational and personnel as other data and information (and shall provide reasonable consultation with respect thereto) promptly following a request by Parent may reasonably request(and to the extent that the data or information is of the type of data or information that has been provided to Parent in the ordinary course of business prior to the date of this Agreement in any event no later than the timeframe for which such data or information has been provided historically to Parent); provided, that, the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or any agreement or obligation of confidentiality owing to a third party, jeopardize protections afforded to the Company or any Company Subsidiary under the attorney-client privilege or attorney work product doctrine or expose the Company or any Company Subsidiary to risk of liability for disclosure of sensitive or personal information, and provided, further, that the Company shall not be obligated to provide any minutes of meetings or resolutions of the Special Committee or the Company Board (or any sub-committees thereof) relating to the evaluation or negotiation of this Agreement or the transactions contemplated hereby or any alternatives thereto. No information, knowledge, investigation obtained or made by Parent pursuant to this Section 5.05 shall affect or be deemed to modify or affect the representations, warranties, covenants or agreements of the Company contained herein. (b) Parent shall afford to Each of the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior managementParent shall hold, and shall cause their Representatives to hold, all information received from the other information concerning Parent as the Company party, directly or a Company Shareholder may reasonably request. The Company Shareholders indirectly, in confidence in accordance with, and shall also be afforded the opportunity to ask questions otherwise abide by and to receive accurate and complete answers from Parent concerning remain subject to, the terms and conditions of the Merger and Confidentiality Agreement dated as of August 9, 2011 between the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will holdAxxxxx, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, Xxxxxx & Co. (i) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives in connection with the transactions contemplated by this “Confidentiality Agreement, and (ii) (after the Closing Date) all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault of the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information”). (d) Prior to the Closing Date and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from the Company in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

Access and Information; Confidentiality. (a) The From the date of this Agreement until the earlier of (i) the Closing and (ii) the termination of this Agreement in accordance with Article VII, the Company shall afford to allow Parent and its financing parties and their respective representatives to Parent's accountantsmake such reasonable investigation of the business, operations and properties of the Company and its Subsidiaries as Parent deems reasonably necessary. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and other representatives access throughout independent accountants) of the period prior to the Effective Time to Company and its senior management, Subsidiaries and their respective properties, books, contractsrecords and commitments. The Company shall promptly furnish Parent and its representatives with such financial, commitments operating and records (including but not limited to tax returns) other data and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) Parent shall afford copies of documents with respect to the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior management, and all other information concerning Parent as the Company Subsidiaries or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions any of the Merger and the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives in connection with the transactions contemplated by this Agreement, and (ii) (after the Closing Date) all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault of the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as Parent shall from time to time reasonably request. All access pursuant to this Section 5.2 shall be permitted reasonably promptly following notice by Parent (but in any event within three (3) Business Days’), but only during normal business hours, and shall be conducted at Parent’s expense and in such persons are informed by a manner as not to interfere with the Company normal operations of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation business of the Company and its Subsidiaries. Parent shall include in such notice the inspection or materials that Parent or its representatives intend to hold conduct or review, as applicable. The Company shall be entitled to have representatives present at all times during any such information in confidence inspection. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be satisfied if it exercises required to provide access to or to disclose information where such access or disclosure would jeopardize the same care with respect to such information as it would take to preserve attorney-client privilege of the confidentiality Company or any of its own similar informationSubsidiaries or contravene any Law. During the period prior to the Closing Date, the Company shall provide Parent consolidated monthly balance sheets, statements of operations, stockholders’ equity and cash flow within thirty calendar days after the end of each month. (db) Prior to The parties hereto will hold any non-public information regarding the Closing Date other parties, their Subsidiaries and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information businesses in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from terms of the Company in connection with this Confidentiality Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

Access and Information; Confidentiality. (a) The Subject to the terms of the Confidentiality Agreement, from the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with Article VIII, the Company shall afford to Parent allow Buyer and to Parent's its authorized representatives (including legal counsel, accountants, counsel consultants and other representatives access throughout Financing Sources) to make such reasonable investigation of the period prior to the Effective Time to its senior management, properties, books, contracts, commitments and records (including but not limited to tax returns) and all other information concerning its business, operations and properties and personnel as Parent may reasonably request. (b) Parent shall afford to of the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior management, and all other information concerning Parent Subsidiaries as the Company or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions of the Merger and the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives necessary in connection with the transactions contemplated by this Agreement, and (ii) (after the Closing Date) all confidential documents and information concerning the Company, except . Such investigation shall include reasonable access to the extent that such information can be shown to have been respective directors, officers, employees, agents and representatives (Aincluding legal counsel and independent accountants) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault of the Company or (C) later lawfully acquired by and the properties and books and records of the Company from sources and its Subsidiaries. The Company shall furnish Buyer and such representatives with such financial, operating and other than the Company (data and information and copies of documents with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to and its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with Subsidiaries or any of the transactions contemplated by this Agreement so long as Buyer shall from time to time reasonably request. All access and investigation pursuant to this Section 6.3 shall be coordinated through the Company’s General Counsel, shall occur only upon reasonable notice and during normal business hours and shall be conducted at Buyer’s expense and in such persons are informed by a manner as not to interfere with the Company normal operations of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation business of the Company and its Subsidiaries. Notwithstanding anything herein to the contrary, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of the Company or its Subsidiaries or contravene any Law. (b) The parties hereto will hold any information which is obtained in connection herewith in accordance with the terms of the Confidentiality Agreement and, in the event this Agreement is terminated for any reason, the parties hereto shall promptly return or destroy such information in confidence accordance with the Confidentiality Agreement. The Confidentiality Agreement shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after survive any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from the Company in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

Access and Information; Confidentiality. (a) The Company From the date hereof to the Closing Date, provided such activities do not unreasonably interfere with the conduct of Waban’s business: Waban shall afford to Parent and to Parent's accountantsPhase Forward, counsel its lenders, counsel, accountants and other representatives advisors, access throughout the period during normal business hours upon reasonable prior notice to offices, Assets, books and records, Contracts, employees, vendors and customers of Waban and its Subsidiaries, and shall furnish all information concerning Waban and its Subsidiaries as may be reasonably requested and permit Phase Forward and such other Persons to conduct any reasonable investigation related to the transactions contemplated hereby. No investigation by Phase Forward shall affect its ability to rely on Waban’s representations and warranties in this Agreement. Between the date hereof and the Effective Time Time, Waban shall permit Phase Forward’s representatives and senior officers to meet with the officers and other relevant employees of Waban to discuss such matters as Phase Forward may deem reasonably necessary or appropriate for Phase Forward to satisfy its senior management, properties, books, contracts, commitments and records obligations under applicable Law (including but not limited to tax returns) the Xxxxxxxx-Xxxxx Act of 2002, as amended, and all other information concerning its business, properties the rules and personnel as Parent may reasonably requestregulations promulgated thereunder). (b) Parent shall afford to the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior management, and all other information concerning Parent as the Company or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions of the Merger and the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives in connection with the transactions contemplated by this Confidentiality Agreement, and (ii) (after the Closing Date) all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault of the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection not inconsistent with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after any termination terms of this Agreement, Parent and its affiliates will holdare hereby incorporated herein; provided, and will use their best efforts however, that nothing in this Section 8.2(b) or the Confidentiality Agreement shall be deemed to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial prohibit Phase Forward or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except Waban from making any disclosure to the extent which its respective counsel deems necessary or advisable in order to satisfy such party’s disclosure obligations imposed by Law or in order to fulfill any covenant or obligation pursuant to this Agreement. Waban hereby acknowledges and agrees that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault upon execution of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent of Phase Forward may be required to issue a public release and make certain filings required under the confidential nature of such information Exchange Act and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care other applicable securities Laws with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereofand the Merger, Parent shallprovided that, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents extent practicable, Phase Forward shall make such release or filings available to Waban and other materialits counsel for their reasonable review prior to such public release or filing, and all copies thereof, obtained by Parent which release or on its behalf from the Company filing shall include such disclosure as Phase Forward’s counsel deems necessary or advisable in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents order to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of suchsatisfy Phase Forward’s securities Law disclosure obligations.

Access and Information; Confidentiality. (a) The Company From the date hereof to the Closing Date, provided such activities do not unreasonably interfere with the conduct of Lincoln’s business: Lincoln shall afford to Parent and to Parent's accountantsPhase Forward, counsel its lenders, counsel, accountants and other representatives advisors, access throughout the period during normal business hours upon reasonable prior notice to offices, Assets, books and records, Contracts, employees, vendors and customers of Lincoln and its Subsidiaries, and shall furnish all information concerning Lincoln and its Subsidiaries as may be reasonably requested and permit Phase Forward and such other Persons to conduct any reasonable investigation related to the transactions contemplated hereby. No investigation by Phase Forward shall affect its ability to rely on Lincoln’s representations and warranties in this Agreement. Between the date hereof and the Effective Time Time, Lincoln shall permit Phase Forward’s representatives and senior officers to meet with the officers and other relevant employees of Lincoln to discuss such matters as Phase Forward may deem reasonably necessary or appropriate for Phase Forward to satisfy its senior management, properties, books, contracts, commitments and records ** Confidential Treatment Requested. obligations under applicable Law (including but not limited to tax returns) the Xxxxxxxx-Xxxxx Act of 2002, as amended, and all other information concerning its business, properties the rules and personnel as Parent may reasonably requestregulations promulgated thereunder). (b) Parent shall afford to the Company and to its counsel and to the Company Shareholders access throughout the period prior to the Effective Time to its senior management, and all other information concerning Parent as the Company or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions of the Merger and the issuance of shares of Parent Common Stock pursuant thereto. (c) The Company and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives in connection with the transactions contemplated by this Confidentiality Agreement, and (ii) (after the Closing Date) all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the public domain through no fault of the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection not inconsistent with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after any termination terms of this Agreement, Parent and its affiliates will holdare hereby incorporated herein; provided, and will use their best efforts however, that nothing in this Section 8.2(b) or the Confidentiality Agreement shall be deemed to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial prohibit Phase Forward or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except Lincoln from making any disclosure to the extent which its respective counsel deems necessary or advisable in order to satisfy such party’s disclosure obligations imposed by Law or in order to fulfill any covenant or obligation pursuant to this Agreement. Lincoln hereby acknowledges and agrees that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault upon execution of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent of Phase Forward may be required to issue a public release and make certain filings required under the confidential nature of such information Exchange Act and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care other applicable securities Laws with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereofand the Merger, Parent shallprovided that, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents extent practicable, Phase Forward shall make such release or filings available to Lincoln and other materialits counsel for their reasonable review prior to such public release or filing, and all copies thereof, obtained by Parent which release or on its behalf from the Company filing shall include such disclosure as Phase Forward’s counsel deems necessary or advisable in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents order to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of suchsatisfy Phase Forward’s securities Law disclosure obligations.

Access and Information; Confidentiality. (a) The Prior to the Closing, the Company shall (and shall cause its Subsidiaries and its and their respective officers, directors, employees, auditors and agents to) afford to Parent and to Parent's officers, employees, financial advisors, legal counsel, accountants, counsel consultants and other representatives (except to the extent not permitted under applicable law as advised by counsel) reasonable access during normal business hours throughout the period prior to the Effective Time to all of its senior management, books and records and its properties, books, contracts, commitments facilities and records (including but not limited to tax returns) and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) personnel. Parent shall (and shall cause its Subsidiaries and its and their respective officers, directors, employees, auditors and agents to) afford to the Company and to its counsel the Company's officers, employees, financial advisors, legal counsel, accountants, consultants and other representatives (except to the Company Shareholders access extent not permitted under applicable law as advised by counsel) reasonable access, during normal business hours throughout the period prior to the Effective Time to such information regarding Parent and its senior management, and all other information concerning Parent Subsidiaries as shall be reasonably necessary for the Company to confirm that the representations and warranties of Parent contained herein are true and correct in all material respects. Neither the Company nor Parent shall be required to provide access to or a Company Shareholder may reasonably requestto disclose information where such access or disclosure would violate or prejudice the rights of such party's customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The Company Shareholders shall also be afforded parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the opportunity to ask questions and to receive accurate and complete answers from Parent concerning the terms and conditions restrictions of the Merger and the issuance of shares of Parent Common Stock pursuant theretopreceding sentence apply. (cb) The Company and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives in connection with the transactions contemplated by this Agreement, acknowledge and (ii) (after the Closing Date) all confidential documents and information concerning the Companyagree that, except to the extent that the terms of such information can be shown are inconsistent with Section 7.1(a), the Confidentiality Agreement dated February 16, 2001, between the Company and Parent, and the Confidentiality Agreement dated February 23, 2001, between the Company and Parent (such agreements referred to have been (Aherein as the "CONFIDENTIALITY AGREEMENTS") previously known on a nonconfidential basis by the Company, (B) are in the public domain through no fault full force and effect as of the Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar informationdate hereof. (d) Prior to the Closing Date and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from the Company in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

Access and Information; Confidentiality. (a) The Company shall afford Subject to Parent compliance with applicable Legal Requirements, from and to Parent's accountantsafter the Effective Date until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, counsel and other representatives access throughout upon reasonable advance notice from the period prior Purchaser to the Effective Time Companies, the Companies shall provide to the Purchaser and its senior managementauthorized representatives reasonable access, during normal business hours (and under supervision of the Company’s personnel or representatives), to the premises, books, records, key personnel, properties, bookssystems, contractsdocuments, commitments data and contracts of or pertaining to the Companies and the Subsidiary; provided that such investigations and inquiries do not unreasonably interfere with the normal business operations of the Companies or the Subsidiary. Any access to the offices, properties, books and records of the Companies and the Subsidiary shall be subject to the following additional limitations: (including but i) such access shall be subject to restrictions under applicable Legal Requirements so long as the Companies and the Subsidiary have taken reasonable steps to permit such access on a basis that is not limited subject to tax returnssuch restrictions; (ii) such access shall not require disclosure of information subject to attorney-client privilege; and (iii) Purchaser shall use its commercially reasonable efforts to perform all other on-site due diligence reviews on an expeditious and efficient basis. Between the Effective Date and the Closing Date, Seller and the Companies will permit Purchaser’s transition planning team both remote access and on-site access during normal business hours and upon reasonable prior notice at the Companies’ and the Subsidiary’s offices and to the Companies’ and the Subsidiary’s personnel and information concerning its technology systems during normal business hours for purposes of planning the transition of the Companies’ and the Subsidiary’s business, properties and the Companies will use commercially reasonable efforts to cooperate with and facilitate such transition planning and related matters as promptly as practicable, consistent with the terms of applicable Legal Requirements, provided that such access to facilities and personnel as Parent may reasonably requestshall not unreasonably disrupt the normal business operations of either Company or the Subsidiary. No information provided to Purchaser and its representatives pursuant to this Section 5.01 shall affect any representation, warranty, condition, right or remedy in this Agreement. (b) Parent Subject to compliance with applicable Legal Requirements, from and after the Effective Date until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, the Companies shall afford use commercially reasonable efforts to provide to the Company Purchaser and to its counsel and authorized representatives reasonable access to the Company Shareholders Providers, CMS, AHCCCS, ADES, vendors and suppliers of the Companies and the Subsidiary. Except as otherwise contemplated herein, such access throughout the period prior shall be subject to the Effective Time to its senior managementconsent of the Companies, and all other information concerning Parent which shall not be unreasonably withheld, conditioned or delayed, as well as the Company or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to ask questions consent of their Providers, vendors and to receive accurate and complete answers from Parent concerning the terms and conditions of the Merger and the issuance of shares of Parent Common Stock pursuant theretosuppliers. (c) The Company Parties acknowledge and agree that the Confidentiality Agreement shall continue to be in full force and effect in accordance with its affiliates will terms, and Purchaser acknowledges and agrees that it is jointly and severally obligated with WellCare Health Plans, Inc. thereunder as if Purchaser executed the Confidentiality Agreement as a “Recipient” thereunder. Accordingly, Purchaser shall hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents its representatives to hold, any applicable information confidential in confidenceaccordance with the terms of the Confidentiality Agreement. Effective as of the Closing, unless compelled to disclose by judicial or administrative process or by other requirements of law, (i) all confidential documents and information concerning Parent Purchaser’s and its affiliates furnished Affiliates’ obligations under the Confidentiality Agreement shall terminate, except with respect to the Company or its affiliates or representatives Seller’s Confidential Information (as that term is defined in connection with the transactions contemplated by this Confidentiality Agreement). Prior to the Closing, Seller, the Companies and (ii) (after the Closing Date) all confidential documents and information concerning the Companytheir Affiliates will not, except in the ordinary course of business and subject to commercially standard confidentiality agreements, disclose, disseminate, divulge, discuss, copy or otherwise use any confidential or proprietary information of the Companies or the Subsidiary. After the Closing, except and only to the extent that such as may be requested pursuant to, or required by, applicable Legal Requirements or Orders, Seller will not, and will cause its Affiliates not to disclose, disseminate, or divulge any confidential or proprietary information can be shown to have been (A) previously known on a nonconfidential basis by of the CompanyCompanies or the Subsidiary. After the Closing, (B) in the public domain through no fault event that Seller or its representatives are requested pursuant to, or required by, applicable Legal Requirements or Order to disclose any such confidential or proprietary information, Seller shall provide Purchaser prompt written notice of the Company such request or requirement in order to enable Purchaser to seek an appropriate protective order or other remedy (Cand if Purchaser seeks such an order, Seller and its Affiliates will provide such cooperation as Purchaser shall reasonably request at Purchaser’s expense) later lawfully acquired by the Company from sources other than the Company (or to consult with Purchaser with respect to information described in clause (ii) above) taking steps to resist or Parent; provided that narrow the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature scope of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar informationrequest or legal process. (d) Prior to the Closing Date and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or (iii) later lawfully acquired by Parent from sources other than the Company; provided that Parent may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as they would take to preserve the confidentiality of its own similar information. (e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the Company all documents and other material, and all copies thereof, obtained by Parent or on its behalf from the Company in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.