Common use of Access and Information Clause in Contracts

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information with respect to the respective businesses and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) Prior to the execution and delivery of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser, Purchaser and its affiliates and their respective authorized representatives (including, without limitation, accountantsits financial advisors, accountants and legal counsel and consultantscounsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the respective businesses business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDEDprovided, HOWEVERhowever, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiariesCompany, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, ; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives Purchaser shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. So long as this Agreement remains in effect, the Company will (aand will cause each of its subsidiaries, and each of the accountants, counsel, consultants, officers, directors, employees, agents and representatives (the "Representatives") Between of or to any of the date Company and its subsidiaries, to) give LGE and its Representatives, subject to existing confidentiality agreements and to be used only for the purposes of this Agreement and the Effective Timetransactions contemplated hereby, the Company will give, and shall direct its accountants and legal counsel full access during reasonable business hours to give, Purchaser, its affiliates and all of their respective authorized representatives (includingproperties, without limitationassets, accountantsbooks, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books reports and records of or pertaining relating to the Company and its subsidiaries, will permit excluding such material which is attorney-client privilege or attorney work product, and furnish to them, subject to existing confidentiality agreements and to be used only for the foregoing to make purposes of this Agreement and the transactions contemplated hereby, all such reasonable inspections as they may require documents, records and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information with respect to the respective businesses properties, assets and properties business of the Company and its subsidiaries and copies of any work papers relating thereto, excluding such material which is subject to attorney-client privilege or attorney work product, as Purchaser may LGE shall from time to time reasonably request. The Company will keep LGE generally informed as to the affairs of the Company and its subsidiaries. In addition, and (ii) a copy the Company shall deliver to LGE, not later than the 20th business day following the end of each material reportfiscal month prior to the Closing, schedule and other document filed or received by financial statements for the Company pursuant to and its consolidated subsidiaries as of the requirements end of applicable securities laws or such fiscal month, together with a certificate of the NASD; PROVIDED, HOWEVER, that, between chief financial officer of the date hereof and Company demonstrating in reasonable detail that the time of first acceptance of Shares for payment under Company is in compliance with the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayedfinancial covenants set forth in Section 10(f) of this Agreement. The Company will promptly notify LGE if any information is requested from it or any negotiations or discussions are sought to be initiated with the Company's Chief Executive OfficerCompany concerning any merger, (i) contact any employee consolidation, business combination, liquidation, reorganization, sale of substantial assets, sale of shares of capital stock, purchase of claims or similar transactions involving the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company subsidiary or any division of its subsidiariesany thereof (an "Alternative Proposal"), and (ii) have access will promptly communicate to LGE the Company's terms of any proposal or inquiry which it may receive in respect of any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedAlternative Proposal. (b) Prior to the execution and delivery of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser, Purchaser and its affiliates and their respective authorized representatives (including, without limitation, accountantsits financial advisors, accountants and legal counsel and consultantscounsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiariesCompany, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the respective businesses business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDEDprovided, HOWEVERhowever, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives (i) Purchaser may, upon the with prior approval (which shall not be unreasonably withheld or delayed) of notice to the Company's ’s Chief Executive Officer, (i) Chief Financial Officer or General Counsel, contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ’s ongoing responsibilities to the Company or any of its subsidiariesCompany, and (ii) have access to the Company's or any of its subsidiaries' ’s offices and facilitiesfacilities shall only be with the sole and absolute, prior written consent of the Company’s Chief Executive Officer, Chief Financial Officer or General Counsel (provided that this Agreement shall not constitute prior written consent); and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives Purchaser shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' ’s offices and facilities. No such access, inspections or furnishing furnishment of information shall have any adverse effect on Purchaser or Merger Sub's ’s ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e), (f), (g), (h), (i) and (1) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Company’s Board of Directors approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger this Agreement and the other agreements contemplated hereby (including the Stockholders Agreement and the Stock Option Agreement) and, in each case, the transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. Buyer and Seller shall provide each to the other: (a) Between the date of this Agreement Buyer shall afford to Seller and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)other representatives full access, at all reasonable timesduring normal business hours throughout the period prior to the Closing Date, access as reasonably requested to all offices and other facilities and to all of the properties, books, contracts, agreements, commitments, books commitments and records (including but not limited to tax returns) of or pertaining Buyer and, during such period, Buyer shall furnish promptly to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with Seller (i) such financial and operating data and other information with respect to the respective businesses and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company it pursuant to the requirements of applicable federal or state securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiarieslaws, and (ii) have access to all other information concerning the Company's or any business, properties and personnel of its subsidiaries' offices and facilities, and, following Buyer that may reasonably be requested. In the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees event of the Company termination of this Agreement, Buyer will, and will cause its representative to, deliver to Seller all documents, work papers and other material, and all copies thereof, obtained by it or any on its behalf from Seller as a result of its subsidiaries this Agreement or in accessing connection herewith, whether so obtained before or after the Company's execution hereof, and will hold in confidence all confidential information, and will not use any such confidential information, until such time as such information is otherwise publicly available or as it is advised by counsel that any of its subsidiaries' offices and facilitiessuch information or document is required by law to be disclosed. No such accessIf this Agreement is terminated, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability Buyer will promptly deliver to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedSeller all documents so obtained by it. (b) Prior Seller shall afford to Buyer and its accountants, counsel and other representatives full access, during normal business hours throughout the period prior to the execution Closing Date, to all of the books and delivery records, (including but not limited to tax returns) pertaining to the company being Acquired by Buyer, during such period, Seller shall furnish promptly to Buyer (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and requested by Buyer. In the event of the termination of this Agreement, Seller will, and will cause its representative to, deliver to Buyer all documents, work papers and other material, and all copies thereof, obtained by it or on its behalf from Buyer as a result of this Agreement or in connection herewith, whether so obtained before or after the Company shall have delivered execution hereof, and will hold in confidence all confidential information, and will not use any such confidential information, until such time as such information is otherwise publicly available or as it is advised by counsel that any such information or document is required by law to Purchaser a copy of duly adopted resolutions of the Board approving the executionbe disclosed. If this Agreement is terminated, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified Seller will deliver to Buyer all documents so obtained by the Secretary of the Companyit.

Access and Information. (a) Between the date of For so long as this Merger Agreement and the Effective Timeis in effect, the Company will giveshall, and shall direct cause each Company Subsidiary to, (i) afford to Acquiror and its accountants and legal counsel to giveofficers, Purchaser, its affiliates and their respective authorized representatives (including, without limitationemployees, accountants, consultants, legal counsel and consultantsother representatives reasonable access during normal business hours, subject to reasonable advance notice, to all of their respective properties, Agreements, books, records and personnel and (ii) furnish promptly to Acquiror all other information concerning their respective businesses, operations, prospects, conditions (financial or otherwise), at all reasonable timesAssets, access liabilities and personnel as Acquiror may reasonably requested to all offices request. (b) For so long as this Merger Agreement is in effect, Acquiror and other facilities Merger Sub shall, and to all contractsshall cause each Acquiror Subsidiary to, agreements, commitments, books and records of or pertaining (i) afford to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with employees, accountants, consultants, legal counsel and other representatives reasonable promptnessaccess during normal business hours, subject to reasonable advance notice, to furnish Purchaser with (i) such financial all of their respective properties, Agreements, books, records and operating data and other information with respect to the respective businesses and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, personnel and (ii) furnish promptly to the Company all other information concerning their respective businesses, operations, prospects, conditions (financial or otherwise), Assets, liabilities and personnel as the Company may reasonably request. (c) For so long as this Merger Agreement is in effect and from and after the date hereof, each party agrees to discuss in good faith with the other party (i) the occurrence of any material developments concerning their respective businesses and assets, including any material adverse developments causing a copy breach of each material reportany of its own representations and warranties contained herein and (ii) any proposed write-off of any investment made by it or by any of its Subsidiaries. No disclosure by any party pursuant to this Section 5.04(c) shall be deemed to amend or supplement the Company Disclosure Schedule or the Acquiror Disclosure Schedule. (d) For so long as this Merger Agreement is in effect and from and after the date hereof, schedule and other document filed the Company shall provide prompt written notice of the occurrence of any of the following events (whether or received not such event would be required to be disclosed pursuant to this Merger Agreement): (i) the receipt by the Company pursuant of written notice of any lawsuit against the Company or a Company Subsidiary which if determined adversely to the requirements Company or a Company Subsidiary would reasonably be expected to result in monetary damages in excess of applicable securities laws $100,000 or any restriction, in any material respect, on the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld business or delayed) of the Company's Chief Executive Officer, (i) contact any employee operations of the Company or any Company Subsidiary, (ii) written notice by the provider of its subsidiaries directlyany Indebtedness of a demand for refund or otherwise request repayment of any amounts advanced to the Company, provided that and (iii) written notice of a material default under any Company Contract. (e) For so long as this Merger Agreement is in effect, the Company shall, following the end of the first full month following the date hereof and following the end of each month thereafter, provide a written report (the "Company Monthly Report") containing the following information in reasonable detail: (i) cash reserves as of the date of such contact is for informational purposes only and does Company Monthly Report; (ii) the material terms of any contract entered into by the Company or any Company Subsidiary not unreasonably interfere with such employee's ongoing responsibilities previously disclosed to Acquiror which involves payments by or to the Company or any Company Subsidiary in excess of its subsidiaries, and $500,000 in any twelve (12) month period after the effective date of such contract; (ii) have access cash received by the Company during the month of such Company Monthly Report; (iii) any material developments with respect to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees matters set forth on Schedule 5.01(k) of the Company Disclosure Schedule; (iv) the resignation of any executive officer or any senior manager level employee of its subsidiaries or in accessing the Company's ; (v) written notice by any landlord of a late payment under any lease for real property; and (vi) any forgiveness or any reduction of its subsidiaries' offices and facilities. No such access, inspections debt or furnishing account receivable in excess of information shall have any adverse effect on Purchaser $250,000 or Merger Sub's ability to assert that conditions to Closing the exchange or to the consummation reduction of the Offer have not been satisfiedsame for equity or other consideration. (bf) Prior to the execution and delivery of For so long as this AgreementMerger Agreement is in effect, the Company shall have delivered furnish to Purchaser a copy Acquiror within 30 days after the end of duly adopted resolutions each fiscal month of the Board approving the executionCompany, delivery and performance an unaudited consolidated balance sheet of the Company Transaction Documents, as of the Offer, the Merger end of such fiscal month and the other transactions contemplated hereby related unaudited consolidated statements of operations, stockholders' equity and therebycash flows for the fiscal month then ended, prepared in accordance with GAAP, except for the absence of notes thereto and subject to normal recurring year end adjustments which will not be material in nature or amount, and certified by the Secretary chief financial officer or equivalent officer of the Company. (g) For so long as this Merger Agreement is in effect and from and after the date hereof, Acquiror shall provide prompt written notice of the occurrence of any of the following events (whether or not such event would be required to be disclosed pursuant to this Merger Agreement): (i) the receipt by Acquiror of written notice of any lawsuit against Acquiror or an Acquiror Subsidiary which if determined adversely to Acquiror or an Acquiror Subsidiary would reasonably be expected to result in monetary damages in excess of $100,000 or any restriction, in any material respect, on the business or operations of Acquiror or any Acquiror Subsidiary, (ii) written notice by the provider of any Indebtedness of a demand for refund or otherwise request repayment of any amounts advanced to Acquiror, (iii) written notice of a material default under any Acquiror Contract, and (iv) any amendment, alteration, repeal or other modification, or waiver of any right or obligation under, any consents, releases, waivers or other instrument obtained from banks and/or guarantors under the Term Credit Agreement or Revolving Credit Agreement within 10 days of the intended effective date of any such amendment, alteration, repeal or other modification, or waiver. (h) For so long as this Merger Agreement is in effect, Acquiror shall, following the end of the first full month following the date hereof and following the end of each month thereafter, provide a written report (the "Acquiror Monthly Report") containing the following information in reasonable detail: (i) cash reserves as of the date of such Acquiror Monthly Report; (ii) the material terms of any contract entered into by Acquiror or any Acquiror Subsidiary not previously disclosed to the Company which involves payments by or to Acquiror or any Acquiror Subsidiary in excess of $500,000 in any twelve (12) month period after the effective date of such contract; (iii) cash received by Acquiror during the month of such Acquiror Monthly Report; (iv) monthly subscriber information, including number of subscribers and average revenues per user; (v) the resignation of any executive officer or senior manager level employee of Acquiror; (vi) written notice by any landlord of a late payment under any lease for real property; and (vii) any forgiveness or reduction of debt or account receivable in excess of $250,000 or the exchange or reduction of the same for equity or other consideration. (i) For so long as this Merger Agreement is in effect, Acquiror shall furnish to the Company within 30 days after the end of each fiscal month of Acquiror, an unaudited consolidated balance sheet of Acquiror as of the end of such fiscal month and the related unaudited consolidated statements of operations, stockholders' equity and cash flows for the fiscal month then ended, prepared in accordance with GAAP, except for the absence of notes thereto and subject to normal recurring year end adjustments which will not be material in nature or amount, and certified by the chief financial officer or equivalent officer of Acquiror.

Access and Information. (a) Between From the date of this Agreement and hereof until the Effective TimeClosing, the Company will givesubject to any applicable Laws, and Stockholder shall direct its accountants and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such afford Parent and its representatives access, during regular business hours and upon reasonable advance notice, to the Applicable Employees, the Business Assets and the Company Books and Records (including payroll information and employee data), (ii) furnish, or cause to be furnished, to Parent any financial and operating data and other information that is available with respect to the respective businesses and properties of the Company and its subsidiaries Companies as Purchaser may Parent from time to time reasonably requestrequests in writing and (iii) instruct the Applicable Employees, and (ii) a copy of each material report, schedule its counsel and other document filed or received by the Company pursuant financial advisors to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, cooperate with Parent in its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) investigation of the Company's Chief Executive OfficerCompanies, (i) contact any employee of the Company or any of including instructing its subsidiaries directly, accountants to give Parent access to their work papers; provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) in no event shall Parent have access to any information that (x) based on advice of Stockholder’s counsel, could create any potential Liability under applicable Laws, including U.S. Antitrust Laws, or could jeopardize any legal privilege or (y) in the Company's reasonable judgment of Stockholder, could (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of its subsidiaries' offices and facilitiesStockholder with respect to confidentiality so long as, andwith respect to confidentiality, following Stockholder has made reasonable efforts to obtain a waiver regarding the time possible disclosure from the third party to whom it owes an obligation of first acceptance confidentiality; provided, further, that a Party may designate certain portions of Shares such documents as being provided on an outside-counsel basis only. All requests for payment under information made pursuant to this Section 5.1(a) shall be directed to an executive officer of Stockholder or such Person or Persons as may be designated by Stockholder. All information received pursuant to this Section 5.1(a) shall be governed by the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees terms of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedSection 5.9. (b) Prior Following the Closing, upon the request of another Party, each of Stockholder, Parent, Merger Sub and the Companies (other than Contado) shall, to the execution extent permitted by Law and delivery confidentiality obligations existing as of this Agreementthe Closing, grant to a requesting Party and its representatives during regular business hours, the Company shall have delivered right, at the expense of such requesting Party, to Purchaser a inspect and copy of duly adopted resolutions the books, records and other documents in the granting Party’s possession pertaining to the operation of the Board approving Companies or the executionForeign Equity Investments prior to the Closing (including books of account, delivery records, files, invoices, correspondence and performance memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records) with respect to Stockholder, for purposes of preparing the requesting Party’s Tax Returns and with respect to the Companies, for any purpose reasonably related to the Transaction; provided that the requesting Party agrees such access will give due regard to minimizing interference with the operations, activities and employees of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Companygranting Party.

Access and Information. (a) Between During the date period from the Signing Date and continuing until the earlier of the termination of this Agreement and in accordance with Section 9.1 or the Effective TimeClosing (the “Interim Period”), the Company will subject to Section 7.14, BGHL shall give, and shall direct cause its accountants and legal counsel Representatives to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)Perception, at all reasonable timestimes during normal business hours and upon reasonable intervals and notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, properties, Contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information with respect (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, as Perception may reasonably request regarding the Target Companies and their respective businesses businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and properties of the Company other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and its subsidiaries as Purchaser may from time to time reasonably requestincome statement, and (ii) a copy of each material report, schedule and other document filed with or received by the Company a Governmental Authority pursuant to the requirements of applicable securities laws or Laws, and independent public accountants’ work papers (subject to the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company consent or any other conditions required by such accountants, if any)) and cause each of BGHL’s Representatives to reasonably cooperate with Perception in its subsidiaries directlyinvestigation; provided, provided however, that Perception shall conduct any such contact is for informational purposes only and does activities in such a manner as not to unreasonably interfere with such employee's ongoing responsibilities the business or operations of the Target Companies. No information or knowledge obtained by Perception in any investigation conducted pursuant to the Company access contemplated by this Section 7.1 shall affect or be deemed to modify any representation or warranty of its subsidiaries, BGHL set forth in this Agreement or otherwise impair the rights and (ii) have access remedies available to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedPerception. (b) Prior During the Interim Period, subject to the execution Section 7.14, Perception shall give, and delivery shall cause its Representatives to give, BGHL and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of this Agreementor pertaining to Perception, the Company shall have delivered to Purchaser as BGHL or its Representatives may reasonably request regarding Perception and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of duly adopted resolutions each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the Board approving consent or any other conditions required by such accountants, if any) and cause each of Perception’s Representatives to reasonably cooperate with BGHL and its Representatives in their investigation; provided, however, that BGHL and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the execution, delivery business or operations of Perception). No information or knowledge obtained by BGHL in any investigation conducted pursuant to the access contemplated by this Section 7.1 shall affect or be deemed to modify any representation or warranty of Perception set forth in this Agreement or otherwise impair the rights and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Companyremedies available to BGHL.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement in accordance with Section 11.1 or the Merger Closing (the “Interim Period”), subject to Section 8.16, the Company will shall give, and shall direct cause its accountants and legal counsel Representatives to give, Purchaser, Purchaser and its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)Representatives, at all reasonable timestimes during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, agreementsproperties, commitmentsContracts, books and records of or pertaining to the Company and its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other similar information with respect (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the respective businesses and properties of the Company and its subsidiaries Target Companies, as Purchaser or its Representatives may from time to time reasonably requestrequest regarding the Target Companies and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (ii) including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by the Company a Governmental Authority pursuant to the requirements of applicable securities laws Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist), and cause each of the Representatives of the Company to reasonably cooperate with Purchaser and its Representatives in their investigation; provided, however, that Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies. Each of Purchaser, Pubco and Merger Sub hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the NASD; PROVIDED, HOWEVER, that, between the date hereof transactions contemplated by this Agreement and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon Ancillary Documents without the prior approval written consent of the Company (which such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, required to provide access to any information (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities prohibited from being disclosed pursuant to the Company or any terms of its subsidiariesa written confidentiality agreement with a third party, and (ii) have access to the Company's disclosure of which would violate any Law, or any (iii) the disclosure of its subsidiaries' offices and facilitieswhich would constitute a waiver of attorney-client, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company attorney work product or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedother legal privilege. (b) Prior During the Interim Period, subject to the execution Section 8.16, each of Purchaser, Pubco and delivery of this AgreementMerger Sub shall give, and shall cause its Representatives to give, the Company shall have delivered and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Purchaser, as the Company or its Representatives may reasonably request regarding Purchaser and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of duly adopted resolutions each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the Board approving consent or any other conditions required by such accountants, if any) in each case, if the executionfinancial statements or other documents already exist), delivery and performance cause each of Purchaser’s Representatives to reasonably cooperate with the Company Transaction Documentsand its Representatives in their investigation; provided, however, that the OfferCompany and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Purchaser. Notwithstanding the foregoing, Purchaser shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the Merger and terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other transactions contemplated hereby and thereby, certified by the Secretary of the Companylegal privilege.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement in accordance with Section 12.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.18, the Company will Company, Orca Midco and Orca shall give, and shall direct its accountants and legal counsel cause their respective Representatives to give, Purchaser, its affiliates each of Pubco and SPAC and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)Representatives, at all reasonable timestimes during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, agreementsproperties, commitmentsContracts, books and records of or pertaining to the Company and its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other similar information with respect (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, as each of Pubco and SPAC and their respective businesses Representatives may reasonably request regarding the Target Companies and properties their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of the Target Companies to reasonably cooperate with each of Pubco and SPAC and their respective Representatives in their investigation; provided, however, that each of Pubco and SPAC and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC hereby agree that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company and regarding any Target Company, its subsidiaries as Purchaser may business or the Transactions without the prior written consent of such Target Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies shall not be required to provide access to any information (i) that is prohibited from time being disclosed pursuant to time reasonably requestthe terms of a written confidentiality agreement with a third party, and (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a copy waiver of each material reportattorney-client, schedule and attorney work product or other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedlegal privilege. (b) Prior During the Interim Period, subject to the execution Section 9.18, SPAC shall give, and delivery of this Agreementshall cause its Representatives to give, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary each of the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPAC, as each of the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding SPAC and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC. Notwithstanding the foregoing, SPAC shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege. (c) During the Interim Period, subject to Section 9.18, Pubco, Merger Sub I and Merger Sub II shall give, and shall cause their respective Representatives to give, each of SPAC, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser, Purchaser and its affiliates and their respective authorized representatives (including, without limitation, accountantsits financial advisors, accountants and legal counsel and consultantscounsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records (including work papers) of or pertaining to the Company and any of its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, officers promptly to furnish Purchaser with (i) periodic unaudited combined (and separated by brand) balance sheets of the Company and its subsidiaries' domestic operations as of each four-week period then ended and related domestic combined (and separated by brand) statements of earnings, cash flow and stockholders' equity, in the Company's standard format, (ii) such other financial and operating data and other information with respect to the respective businesses business and properties of the Company and any of its subsidiaries as Purchaser may from time to time reasonably request, and (iiiii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between . Between the date hereof and the time of first acceptance of Shares for payment under the OfferEffective Time, Purchaser, its affiliates and their respective authorized representatives Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer or Chief Financial Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer Merger have not been satisfied. (b) Prior Between the date of this Agreement and the Transfer Closing Date, subject to any limitations set forth in Section 4.3(a), the execution Company shall provide such information as is reasonably requested by Purchaser, and delivery shall reasonably cooperate with Purchaser, to enable Purchaser to determine (A) whether the Company has been at any time within the five-year period ending on the Transfer Closing Date a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code, (B) whether the Company has any shareholders as of the Transfer Closing Date who are "Foreign Persons" as defined in Section 1445 of the Code that have owned more than 5% of the outstanding stock of the Company at any time within the five-year period ending on the Transfer Closing Date and (C) the current and accumulated earnings and profits of the Company and each of its subsidiaries for federal income tax purposes. (c) Without limiting any other provision of this Agreement, immediately before the close of business on the day which is six (6) business days prior to the then scheduled Closing Date, the Company shall have delivered inform Purchaser as to Purchaser a copy the then-current status of duly adopted resolutions satisfaction of the Board approving the executionconditions described in Sections 6.2(a), delivery (b) and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company(c).

Access and Information. (a) Between During the period from the date of this Agreement through the Effective Time: (i) the Company shall, and shall cause its Subsidiaries to, afford Sterling and its accountants, counsel and other representatives full access during normal business hours to the properties, books, contracts, Tax Returns, Reports, commitments and records of the Company and its Subsidiaries at any time, and from time to time, for the purpose of conducting any review or investigation reasonably related to this Agreement or the Merger, and the Company and its Subsidiaries will cooperate fully with all such reviews and investigations provided that Sterling provides the Company with reasonable notice of Sterling's on-site visits and that Sterling does not unreasonably interfere with the business operations of the Company during the course of such visits; and (ii) Sterling shall upon reasonable notice make personnel and copies of the Sterling SEC Reports and other information reasonably related to Sterling's operations or financial performance available to the Company and its advisors for purposes of any review or report to the Company Board in evaluating the Merger. (b) During the period from the date of this Agreement through the Effective Time, the Company will give, and shall direct its accountants and legal counsel furnish to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with Sterling (i) such financial and operating data and other information with respect to all Reports which are filed after the respective businesses and properties of date hereof promptly upon the Company and its subsidiaries as Purchaser may from time to time reasonably requestfiling thereof, and (ii) a copy of each material reportTax Return filed by it after the date hereof, schedule and (iii) monthly and other document filed or received interim financial statements in the form prepared by the Company pursuant to for its internal use. During this period, the requirements Company shall notify Sterling promptly of applicable securities laws or any material change in the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee Condition of the Company or any of its subsidiaries directlySubsidiaries. (c) During the period from the date of this Agreement through the Effective Time, provided the Company shall provide Sterling such additional information as Sterling may request from time to time regarding the loans, credit facilities and/or collateral therefor as may be specified by Sterling. The Company shall also make available to Sterling its loan files, correspondence and other records regarding any such specified loans, credit facilities and/or collateral. (d) Notwithstanding the foregoing provisions of this Section 8.01, no investigation by any party hereto made heretofore or hereafter shall affect the representations and warranties of the other parties which are contained herein and each such representation and warranty shall survive such investigation. (e) Sterling agrees that it will keep confidential any information furnished to it by the Company in connection with the transactions contemplated by this Agreement which is reasonably designated as confidential at the time of delivery, except to the extent that such contact is for informational purposes only information (i) was already known to Sterling and does not unreasonably interfere with such employee's ongoing responsibilities to was received from a source other than the Company or any of its subsidiariesSubsidiaries, and directors, officers, employees or agents, (ii) have access thereafter was lawfully obtained from another source or was publicly disclosed by the Company or its agent or representative, or (iii) is required to be disclosed to any Regulatory Authority, or is otherwise required to be disclosed by law. Sterling agrees not to use such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with the transactions contemplated by this Agreement. Upon any termination of this Agreement, Sterling will return to the Company's Company or will destroy all documents furnished Sterling for its review and all copies of such documents made by Sterling. The Company agrees to keep confidential, in accordance with the provisions of this Section 8.01(e), any of its subsidiaries' offices and facilities, and, following information furnished to it by Sterling in connection with the transactions contemplated by this Agreement that is reasonably designated as confidential at the time of first acceptance of Shares delivery. The Company agrees not to use any such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for payment under any purpose other than in connection with the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in transactions contemplated by this Agreement. Upon any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) Prior to the execution and delivery termination of this Agreement, the Company shall have delivered will return to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of Sterling or will destroy all documents containing any such confidential information furnished to the Company Transaction Documents, the Offer, the Merger for its review and the other transactions contemplated hereby and thereby, certified all copies of such documents made by the Secretary of the Company.

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company will giveThe Seller Parties shall permit, and shall direct its accountants cause each of the Company’s Subsidiaries to permit, Purchaser and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives the Representatives of Purchaser (including, without limitation, accountants, including legal counsel and consultantsaccountants) to have upon reasonable notice access to all properties, premises, books, records (including Tax records), at all reasonable timesContracts, access as reasonably requested to all offices financial statements, accountants’ work papers, documents, suppliers, and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to Persons having business relationships with the Company and its subsidiariesSubsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will permit communicate with Purchaser. The Seller Parties shall, and shall cause the foregoing Company’s Subsidiaries to, compile and provide Purchaser and its representatives with such additional financial, operating and other data and information as Purchaser may reasonably request. The Company shall provide copies of all such documents to make such Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable inspections as they may notice (which shall not require more than one day’s notice), Purchaser and will cause its officersrepresentatives also shall have access to the management and, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information with respect prior notice to the respective businesses and properties Company, employees of the Company and its subsidiaries as Purchaser may from time to time reasonably request, Subsidiaries and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's ’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties to consummate the Transaction or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedother rights hereunder. (b) Prior to For each month ending after the execution and delivery date of this Agreement, the Company shall have delivered deliver to Purchaser within fifteen (15) days of such month-end the following reports: (i) a copy deferred income report showing the prepaid Subscription Services account in dollars and broken down by the categories listed on Schedule 6.07(b); (ii) a subscription accounts receivable report showing the subscription receivables in dollars; (iii) a report showing new memberships, renewals and reorders by the categories listed on Schedule 6.07(b) for each month; (iv) a report stating the aggregate approximate number of duly adopted resolutions then-Users, setting forth separately the approximate number of then-current Subscribers, Members and Registrants for each Website; and (v) all deferred expenses, including all deferred expenses due to Marketing Affiliates and for marketing for prepaid subscriptions. Each such report shall be true, correct and complete in all material respects. (c) The Seller Parties shall prepare in good faith and provide to Purchaser at least five (5) Business Days (but no more than ten (10) Business Days) prior to the Closing Date an update of the Board approving Preliminary Forecasts as of such date (the execution“Final Forecasts”). With respect to the Final Forecasts, delivery the Seller Parties represent and warrant only that the Final Forecasts will represent the Seller Parties’ best estimates of the future consolidated performance through December 31, 2007 of the Company Transaction Documentsand its Subsidiaries, and will be based on and subject to estimates and assumptions that the Seller Parties believe are reasonable as of the date such information was prepared, and that the results of any business conducted by the Company and its Subsidiaries other than the Business will be de minimis as considered for financial statement reporting purposes. To the extent that any estimate or assumption has changed since the Preliminary Forecasts set forth as Schedule 3.06(g), the Offer, Company shall summarize the Merger differences in the estimates and assumptions and the other transactions contemplated hereby reasons therefor. Purchaser acknowledges that the preparation and thereby, certified submission of the Final Forecasts is not a guaranty by the Secretary of Company that such results will be achieved by the Company. (d) Following delivery by the Company to the Disinterested Third Party of the Marketing Affiliate Data and the Search Engine Data pursuant to Section 3.23(a)(iii) and Section 3.23(d), the Disinterested Third Party shall (i) have access to the Marketing Affiliate Data and Search Engine Data in the form delivered by the Company, and (ii) have reasonable access to the Business Employees or such other Person who prepared the Marketing Affiliate Data and Search Engine Data to confirm that the materials delivered by the Company are reasonably consistent with the definitions of Marketing Affiliate Data and Search Engine Data set forth in this Agreement. The Disinterested Third Party shall have the power to inform Purchaser whether or not it has received the Marketing Affiliate Data and Search Engine Data as required under this Agreement and to specify, by means that do not convey identities of Marketing Affiliates or specific techniques or methods forming part of the Search Engine Data, the deficiencies in such Market Affiliate Data and Search Engine Data.

Access and Information. (a) Between the date hereof and the earlier of the Closing or the termination of this Agreement in accordance with ARTICLE IX hereof, subject to compliance with applicable Law and compliance with restrictions under the Effective TimeConfidentiality Agreements and any other binding non-disclosure or confidentiality agreement, and except as could reasonably be expected to result in disclosure of information or materials protected by attorney client, attorney work product or other legally recognized privileges or immunity from disclosure (provided, however, that the Company shall use its commercially reasonable efforts to allow for access or disclosure in a manner that does not result in a breach of any such agreement or a loss of attorney-client privilege or other immunity from disclosure, including by the provision of appropriate substitute disclosure arrangements), the Company will giveshall, and shall direct cause its accountants and legal counsel to give, Purchaser, its affiliates Subsidiaries and their respective authorized officers, directors, employees, counsel, accountants, representatives and other agents (collectively, “Agents”) to, upon reasonable advance notice from the Purchaser and subject to reasonable coordination between Purchaser and the Company as to the timing and nature of such access (which such notice and coordination should be to and with the Company’s Chief Executive Officer, Chief Financial Officer or such other person as the Company may designate in writing from time to time), provide the Purchaser and its Agents reasonable access, during normal business hours, without interfering with the operation of the business of the Company or its Subsidiaries, to the premises, employees (including executive officers), properties (including, without limitation, accountants, legal counsel and consultantsfor the purposes of conducting non-subsurface environmental assessments), at all reasonable timescontracts, access as reasonably requested to all offices books, records and other facilities information (including Tax Returns filed and those in preparation) of the Company and its Subsidiaries and shall cause the Company’s and its Subsidiaries’ officers to all contractsfurnish to and discuss with the Purchaser and its Agents, agreementssuch financial, commitmentsbusiness, books technical and records of or operating data and other information pertaining to the Company and its subsidiariesSubsidiaries as Purchaser may reasonably request, will permit subject to compliance with applicable Law, including the foregoing HSR Act. Notwithstanding anything to make the contrary herein, in the event that the Purchaser and its Agents desire to initiate contact or communicate with any of the Special Affiliates, any of the employees (other than [*]), vendors or payors of the Company or its Subsidiaries, or with any other Person with a material business relationship with the Company or any of the Subsidiaries, and such reasonable inspections as they may require contact or communication directly or indirectly relates to or is in connection with the Merger or the transactions contemplated hereby, the Purchaser shall first consult with and will cause its officersobtain the written consent of the Company. (b) From and after the date hereof until the Closing Date, with reasonable promptnessthe Company shall furnish to the Purchaser within twenty (20) Business Days after the end of each calendar month, the unaudited consolidated financial statements for such month. (c) During the period commencing on the date hereof and ending on the Closing Date, to furnish the extent reasonably requested by the Purchaser and as permitted by applicable Law, the Company shall confer in good faith with (i) such financial and operating data and other information with respect to the respective businesses and properties Purchaser regarding the general status of on-going operations of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedSubsidiaries. (b) Prior to the execution and delivery of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser, Purchaser and its affiliates and their respective authorized representatives (including, without limitation, accountantsits financial advisors, accountants and legal counsel and consultantscounsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the respective businesses business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDEDprovided, HOWEVERhowever, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's ’s Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ’s ongoing responsibilities to the Company or any of its subsidiariesCompany, and (ii) have access to the Company's or any of its subsidiaries' ’s offices and facilities, ; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives Purchaser shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' ’s offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ’s ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”), subject to Section 8.17, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company will and Holdings shall give, and shall direct cause its accountants and legal counsel Representatives to give, Purchaser, SPAC and its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)Representatives, at all reasonable timestimes during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, agreementsproperties, commitmentsContracts, books and records of or pertaining to the Company and its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other similar information with respect (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or Holdings, as SPAC or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses businesses, assets, Liabilities, financial condition, operations, management, employees and properties other aspects and cause each of the Representatives of the Company to reasonably cooperate with SPAC and its subsidiaries Representatives in their investigation; provided, however, that SPAC and its Representatives shall conduct any such activities in such a manner as Purchaser may not to unreasonably interfere with the business or operations of the Target Companies or Holdings. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from time being disclosed pursuant to time reasonably requestthe terms of a written confidentiality agreement with a third party, and (ii) a copy the disclosure of each material reportwhich would violate any Law, schedule and (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other document filed legal privilege or received by the Company pursuant (iv) that is directly related to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof negotiation and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) execution of the Company's Chief Executive Officer, Transactions (i) contact any employee of the Company or any of its subsidiaries directly, provided transactions that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities are or were alternatives to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedTransactions). (b) Prior During the Interim Period, subject to Section 8.17, to the execution extent permitted by applicable Law and delivery solely for the purpose of this Agreementfacilitating the consummation of the Transactions, SPAC shall give, and shall cause its Representatives to give, the Company shall have delivered and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to Purchaser a copy all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of duly adopted resolutions or pertaining to SPAC, as the Company or its Representatives may reasonably request regarding SPAC and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Board approving Representatives of SPAC to reasonably cooperate with the executionCompany and its Representatives in their investigation; provided, delivery however, that the Company and performance its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC. Notwithstanding the foregoing, SPAC shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions). (c) All information provided pursuant to this Section 8.1 shall be subject to the Confidentiality Agreement dated October 13, 2022 by and between SPAC and the Company Transaction Documents(as amended from time to time, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company“Confidentiality Agreement”).

Access and Information. (a) Between the date of this Agreement and the Effective TimeSubject to Section 6.4, the Company will giveshall, and the Company shall direct cause each Company Subsidiary to, afford to Parent and its accountants and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitationemployees, accountants, actuaries, consultants, legal counsel and consultants)counsel, at all reasonable times, access as reasonably requested to all offices agents and other facilities representatives (collectively, the "Parent Representatives") reasonable access at reasonable times to (and the right to all contractsinspect, agreementsas applicable) the officers, commitmentsemployees, accountants, agents, properties, offices, facilities, books and records of or pertaining to the Company records, and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information with respect to the respective businesses and properties contracts of the Company and its subsidiaries each Company Subsidiary and furnish promptly to Parent and the Parent Representatives such information (including, in the case of the contracts, copies thereof) concerning the business, operations, financial condition, properties, contracts, records and personnel of the Company and each Company Subsidiary (including financial, marketing, operating and other data and information) as Purchaser may be reasonably requested, from time to time time, by Parent. Notwithstanding the foregoing, the Company may limit the access provided for in this Section 6.3 the extent such access, as reasonably requestdetermined by the Company in light of the COVID-19 Pandemic or any COVID-19 Measures, could jeopardize the health and safety of any of the employees or other representatives of the Company or any Company Subsidiary. (b) Parent shall have the right to perform reasonable non-intrusive Phase I environmental investigations, assessments and compliance audits of any Owned Realty or Leased Realty (in the case of Leased Realty, solely to the extent the Company or any Company Subsidiary owns or is responsible for a generator or fuel tank on such Leased Realty and subject to receipt of any required landlord consent), but shall not have the right to perform any intrusive or evasive sampling, testing or assessments, including any type of activities commonly referred to as a Phase II environmental investigation. (c) Notwithstanding anything to the contrary contained herein, Parent shall (i) provide the Company with reasonable advance notice of any request for access pursuant to this Section 6.3, (ii) a copy not contact any customer, supplier or employee of each material report, schedule and other document filed or received by the Company pursuant to the requirements or of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of any Company Subsidiary without the Company's Chief Executive Officer, prior consent thereto in writing and (iiii) contact avoid any employee undue disruption to the business operations of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities the Company Subsidiaries. Notwithstanding anything to the contrary contained in this Section 6.3, this Section 6.3 shall not apply with respect to any information or access the disclosure of which the Company or any reasonably determines (based on the advice of its subsidiariescounsel, and (ii) have access to including the Company's or any of internal counsel, and after consultation with Parent and its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of counsel) would cause the Company to waive any attorney-client privilege or breach any duty of its subsidiaries or confidentiality owed to any Person under any agreement to which the Company is a party (provided that, in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) Prior to the execution and delivery of this Agreementeither case, the Company and Parent shall have delivered reasonably cooperate in seeking alternative means (including through entering into a common interest agreement or such other means to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Companyallow disclosure but not waive attorney-client privilege) whereby such information will be disclosed to Parent without violating any such agreement or waiving such attorney-client privilege).

Access and Information. (a) Between the date of this Agreement Subject to Section 6.4 and the Effective Timeapplicable Law, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives privileges (including, without limitation, accountantsattorney client privilege) and requirements to protect the confidentiality of competitively sensitive information, legal counsel Seller shall, and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to shall cause the Company and the Company Subsidiaries to, from the date of this Agreement until the Closing or earlier termination of this Agreement pursuant to Article IX hereto, (A) afford to Buyer and its subsidiaries, will permit the foregoing Representatives access at reasonable times during normal business hours under supervision of Seller’s personnel to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information with respect to the respective businesses and properties of the Company and the Company Subsidiaries and to the Books and Records thereof and furnish promptly to Buyer and its subsidiaries Representatives such information concerning the business, properties, contracts, records and personnel of the Business (including financial, marketing, operating and other data and information) as Purchaser may be requested, from time to time reasonably requesttime, by Buyer, and (ii) a copy management, employees and personnel of the Business, in each material reportcase of this clause (A), schedule including in connection with the separation and other document filed or received by transition of the Business, the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares Company Subsidiaries and actions required for payment under the Offer, Purchaser, its affiliates effectuating that and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayedB) of the Company's Chief Executive Officer, provide all necessary cooperation (i) to contact any employee of or communicate with the Company customers, suppliers or any of its subsidiaries directlyother Person with a material business relationship with Seller, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, any Company Subsidiary or any of its subsidiaries, the Business and (ii) have in connection with the separation and transition of the Business, the Company and the Company Subsidiaries and actions required for effectuating that. All requests for access pursuant to the Company's this Section 6.3 shall be made in writing and shall be directed to and coordinated with Xxxxxx X. Xxxxx of Seller (or such person or persons as he may designate in writing to Buyer); provided, that any of its subsidiaries' offices and facilitiessuch access shall be conducted at a reasonable time during ordinary business hours, andupon reasonable advance notice to Seller; provided, following the time of first acceptance of Shares for payment under the Offerfurther, Purchaser, its affiliates and their respective authorized representatives that such access shall not be restricted include the right to perform any environmental sampling, testing, investigation, assessments or similar work, but such access shall include reasonable access for surveyors to perform on-site survey work in connection with preparing and/or updating any manner in contacting employees ALTA or land title surveys of any portion of the Company Realty (the “Property Access”). Buyer shall, at its sole cost and expense, promptly repair any damage arising from or caused by any Property Access and shall reimburse Seller for any reasonable loss arising from or caused by any Property Access, and restore the assets of the Business, the Company, any Company Subsidiary or such other third-party property to substantially similar condition as existed prior to such Property Access, and shall indemnify, defend and hold harmless Seller and its Affiliates from and against any personal injury or property damage claims, liabilities, judgments or expenses (including reasonable attorneys’ fees) incurred by any of its subsidiaries them arising or in accessing the Company's or any of its subsidiaries' offices and facilitiesresulting therefrom. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or Notwithstanding anything to the consummation of the Offer have not been satisfied. (b) Prior to the execution and delivery of this Agreementcontrary contained herein, neither Seller, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance nor any of the Company Transaction DocumentsSubsidiaries shall be required to disclose to Buyer or its Representatives any information to the extent related to the sale process or Seller’s evaluation thereof, including projections, financial, or other information related thereto, other than projections and financial or other information prepared in the Offer, ordinary course of business and not prepared for the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Companysale process.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”), subject to Section 8.13, each of the Company will Company, Pubco and Merger Sub shall give, and shall direct cause its accountants and legal counsel Representatives to give, Purchaser, Purchaser and its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)Representatives, at all reasonable timestimes during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, agreementsproperties, commitmentsContracts, books and records of or pertaining to the Company and its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other similar information with respect (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the respective businesses and properties of the Company and its subsidiaries Target Companies, Pubco or Merger Sub as Purchaser or its Representatives may from time to time reasonably requestrequest regarding the Target Companies, Pubco or Merger Sub and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (ii) including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by the Company a Governmental Authority pursuant to the requirements of applicable securities laws Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the NASD; PROVIDED, HOWEVER, that, between financial statements or other documents already exist) and cause each of the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) Representatives of the Company's Chief Executive Officer, (i) Pubco and Merger Sub to reasonably cooperate with Purchaser and its Representatives in their investigation; provided, however, that Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies, Pubco or Merger Sub. Purchaser hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to delayed). Notwithstanding the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) Prior to the execution and delivery of this Agreementforegoing, the Company shall have delivered not be required to Purchaser provide access to any information (i) that is personally identifiable information of a copy third party which is prohibited from being disclosed pursuant to the terms of duly adopted resolutions a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law or (iii) the Board approving the executiondisclosure of which would constitute a waiver of attorney-client, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the attorney work product or other transactions contemplated hereby and thereby, certified by the Secretary of the Companylegal privilege.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement in accordance with Section 7.1 or the Closing (the “Interim Period”), subject to Section 5.15, the Company will shall give, and shall direct cause its accountants and legal counsel Representatives to give, Purchaser, the Purchaser and its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)Representatives, at all reasonable timestimes during normal business hours and upon reasonable intervals and notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsappropriate employees, properties, Contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information with respect (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the respective businesses and properties of Company, as the Purchaser or its Representatives may reasonably request regarding the Company and its subsidiaries as Purchaser may from time to time reasonably requestrespective business, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (ii) including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by the Company a Governmental Authority pursuant to the requirements of applicable securities laws Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the NASDCompany’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation; PROVIDEDprovided, HOWEVERhowever, that, between that the date hereof Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which Company shall not be unreasonably withheld required to provide information it reasonably determines that it cannot provide as a matter of Law, Contract, or delayed) protection of attorney-client or similar privilege. No information or knowledge obtained by the Company's Chief Executive Officer, (i) contact Purchaser in any employee investigation conducted pursuant to the access contemplated by this Section 5.1 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or any of its subsidiaries directly, provided that such contact is for informational purposes only otherwise impair the rights and does not unreasonably interfere with such employee's ongoing responsibilities remedies available to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedhereunder. (b) Prior During the Interim Period, subject to Section 5.15, the execution Purchaser shall give, and delivery of this Agreementshall cause its Representatives to give, the Company shall have delivered and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Purchaser or its Subsidiaries, as the Company or its Representatives may reasonably request regarding the Purchaser, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of duly adopted resolutions each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Board approving Purchaser’s Representatives to reasonably cooperate with the executionCompany and its Representatives in their investigation; provided, delivery however, that the Company and performance its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified Purchaser or any of its Subsidiaries. No information or knowledge obtained by the Secretary Company in any investigation conducted pursuant to the access contemplated by this Section 5.1 shall affect or be deemed to modify any representation or warranty of the CompanyPurchaser set forth in this Agreement or otherwise impair the rights and remedies available to the Company hereunder.

Access and Information. (a) Between Subject to Section 5.2(c) and applicable Laws relating to the exchange of information and the direction of any Governmental Entity, after the date of this Agreement and prior to the Effective TimeClosing, the Sellers shall (i) cause the Company will give, and shall direct the Subsidiaries to permit Purchaser and its accountants and legal counsel representatives to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), have reasonable access at all reasonable times, access as reasonably requested times to all offices and other facilities and to all contracts, agreements, commitmentsthe properties, books and records of or pertaining to the Company and its subsidiaries, will the Subsidiaries; (ii) cause the Company and the Subsidiaries to permit the foregoing Purchaser to make such have reasonable inspections as they may require and will cause its officers, with access at reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information with respect times to the respective businesses officers and properties employees of the Company and its subsidiaries Subsidiaries to facilitate a transition and integration with the Purchaser’s business, (iii) provide Purchaser with access to such information and documents in the Sellers’ possession relating to the Company and the Subsidiaries as Purchaser may from time to time reasonably request; (iv) make available to Purchaser such monthly financial statements of the Company and its Subsidiaries as are prepared by the Company and the Subsidiaries in the ordinary course of business consistent with past practice, promptly after such financial statements are prepared; and (v) deliver to Purchaser, no later than February 15, 2007, unaudited financial statements of the Company and its consolidated subsidiaries as of and for the year ended December 30, 2006 prepared on the same basis as the unaudited financial statements for the Company and its consolidated subsidiaries as of and for the year ended December 31, 2005 that are included in the AH Financial Statements (it being understood that, if the Closing shall have occurred prior to such delivery, FDS shall provide the Purchaser and the Company with such cooperation as Purchaser may reasonably request in connection with the completion of the preparation of such unaudited financial statements); provided that any such access described in the preceding clauses (i), (ii) and (iii) by Purchaser may not unreasonably interfere with the conduct of the business of the Company, the Subsidiaries or either of the Sellers. After the date of this Agreement and prior to the Closing, Sellers shall continue to maintain (or cause to be maintained), and provide Purchaser with reasonable access to, the Data Room (or will provide reasonably equivalent access to the materials contained in the Data Room). All information provided or obtained pursuant to the foregoing (including under Section 5.2(c)) shall be held by Purchaser in accordance with and subject to the terms of the Confidentiality Agreement, dated September 5, 2006, between Purchaser and Seller (the “Confidentiality Agreement”). (b) To the extent permissible under applicable Law, from and after the Closing until the fifth anniversary of the Closing, Purchaser will afford promptly to FDS and its agents reasonable access to the books, records and auditors of the Company and the Subsidiaries (i) to the extent reasonably required by FDS for financial reporting and accounting matters and the preparation and filing of any Tax Returns for any period ending on or before the Closing Date or any taxable period beginning on or before the Closing Date, and (ii) a copy of each material report, schedule and other document filed or received by relating to the Company pursuant to the requirements of applicable securities laws Employees or the NASDFormer Company Employees; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that any such contact is for informational purposes only and does access by FDS may not unreasonably interfere with such employee's ongoing responsibilities the conduct of the business of the Company, the Subsidiaries or Purchaser. FDS will hold, and will use all reasonable efforts to cause its 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 or the Subsidiaries provided to it pursuant to this Section 5.3(b). (c) Neither FDS nor Purchaser shall, without the prior consent of the other, terminate, amend, modify or waive any provision of its subsidiariesany confidentiality or similar agreement in respect of the matters contemplated by this Agreement to which FDS, and (ii) have access to the Company's Purchaser or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives Affiliates are a party. Each of Purchaser and FDS shall not be restricted enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreements, including using reasonable best efforts to obtain injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No court having jurisdiction over such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedmatter. (b) Prior to the execution and delivery of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between From the date of this Agreement hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the Effective Timeattorney-client privilege), the Company will givetrade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller shall direct afford Buyer and its accountants Representatives reasonable access, during normal business hours, to the books and legal counsel to giverecords, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and properties of the Company, furnish to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make Buyer such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such additional financial and operating operational data and other information with respect to the respective businesses and properties of regarding the Company and its subsidiaries as Purchaser Buyer may from time to time reasonably requestrequest and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any information relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a copy confidentiality obligation or (iv) any information the disclosure of each material reportwhich would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, schedule the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other document filed than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or received other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to the requirements of applicable securities laws this Section 6.1(a) shall be directed to such Person or the NASD; PROVIDEDPersons as may be designated by Seller, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which Buyer shall not be unreasonably withheld directly or delayed) of the Company's Chief Executive Officer, (i) indirectly contact any employee Representative of Seller, the Company or any of its subsidiaries directlytheir respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, provided that such contact is for informational purposes only regulations and does not unreasonably interfere with such employee's ongoing responsibilities to instructions issued by Seller, the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be restricted in any manner in contacting employees subject to the terms and conditions of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedConfidentiality Agreement. (b) Prior From and after the Closing, in connection with any reasonable business purpose (other than in connection with any dispute between Seller or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand), including (i) in response to the execution request or at the direction of a Government Entity, (ii) the preparation of Tax Returns or other documents related to Tax matters and delivery (iii) the determination of any matter relating to the rights or obligations of Seller and its Affiliates under this AgreementAgreement or any other Transaction Document (including matters contemplated by Section 2.4), subject to any applicable Law and any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, upon reasonable prior notice, Buyer shall (A) afford Seller and its Representatives reasonable access, during normal business hours, to the books, data, files, information and records of Buyer and its Affiliates (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) and (B) furnish to Seller such additional financial and other information as Seller may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters), in each case to the extent relating to the Company for periods ending on or prior to the Closing Date; provided, however, such information shall be limited to that required or reasonably necessary in connection with such reasonable business purpose and shall be provided at the sole cost and expense of Seller; provided further, however, that such access or request shall not unreasonably interfere with the business or operations of Buyer or any of its Affiliates. (c) For 180 days following the Closing Date, Seller shall coordinate and cooperate fully with Buyer in exchanging such information and providing such assistance, in each case on a timely basis, as Buyer may reasonably request and at the sole cost and expense of Buyer, in connection with the preparation and submission of any reports and filings to Government Entities as required under or pursuant to Environmental Laws. (d) Buyer hereby agrees to defend, indemnify and hold harmless each of the Seller Indemnified Parties from and against any and all Losses attributable to personal injury, death or physical or other property damage, or violation of Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which Buyer or its Representatives associated with the Losses had been informed in advance in writing, to the extent arising out of, resulting from or relating to the actions of Buyer or its Representatives in connection with any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by Buyer or any of its Representatives with respect to the Company and the Company Systems, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES; provided, for the avoidance of doubt, the Company Parties agree that in no event shall have delivered any Seller Indemnified Party be entitled to Purchaser a copy indemnification by Buyer for any Losses arising out of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Companyany preexisting environmental contamination or noncompliance with Environmental Law.

Access and Information. (a) Between Subject to Section 11.5 of this Agreement, from the date hereof until the earlier of the valid termination of this Agreement and the Effective TimeClosing, each of the Sellers and the Company will giveshall, and shall direct cause each of the Company Group Entities (to the extent under the control of such Seller) to, provide Buyer and its accountants Representatives with reasonable access (at Buyer’s sole cost and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultantsexpense), at all reasonable timesduring normal business hours, access as reasonably requested to all offices and other facilities and to all contractsthe officers, agreementsemployees, commitmentsproperties, assets, books and records of or pertaining relating to the Company and its subsidiaries, will permit Group Entities as Buyer shall reasonably request from time to time; provided that the Sellers or the Company Group Entities may restrict the foregoing access to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with the extent required by applicable Law or if the Sellers or the Company Group Entities reasonably believe in good faith that the information requested by Buyer (i) is subject to confidentiality obligations of a Company Group Entity to third parties pursuant to a Contract or the disclosure of such financial information would result in the loss of attorney-client privilege (but Sellers and operating data and other information with respect to the respective businesses and properties of the Company and its subsidiaries as Purchaser may from time Group Entities shall use their respective commercially reasonable efforts to time reasonably request, and allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege) or (ii) a copy of each material report, schedule and other document filed or primarily relates to bids received by the Company pursuant from others prior to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and information and analysis (including financial analysis) relating to such bids; provided, further, that in the time exercise of first acceptance of Shares for payment under the Offerforegoing rights, PurchaserBuyer shall not, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayedpermit its Representatives to, (x) unduly interfere with the operation and conduct of the Company's Chief Executive OfficerBusiness or conduct any sampling, testing, analysis or intrusive investigation of any air, soil, soil gas, surface water, groundwater, building materials, or other environmental media on Leased Real Property or (iy) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities prior to the Company Closing, use any information obtained pursuant to this Section 6.2 for any competitive or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or other purpose unrelated to the consummation of the Offer have not been satisfiedtransactions contemplated hereby. All information received pursuant to this Section 6.2(a) shall be governed by the terms of the Confidentiality Agreement. (b) Prior to Buyer shall not, and shall not permit its Representatives to, contact or otherwise communicate with the execution and delivery customers or suppliers of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance any of the Company Transaction Documents, Group Entities regarding the Offer, the Merger and the other transactions contemplated hereby unless, in each instance, approved in writing in advance by Sellers’ Representative or the Company. Notwithstanding anything to the contrary herein, nothing herein shall restrict Buyer or any of its Affiliates or Representatives from conducting their respective businesses in the ordinary course, including, but not limited to, contacting or otherwise communicating in the ordinary course and therebyconsistent with past practice with existing customers, certified by suppliers or distributors or other Persons party to existing relationships with Buyer or any of its Affiliates or Representatives. (c) During the Secretary seven (7)-year period beginning on the Closing Date, Buyer shall use reasonable best efforts not to dispose, or permit the disposal, of any accounting, financial or tax books and records of the CompanyCompany Group Entities relating to periods prior to the Closing Date without giving reasonable prior written notice to Sellers’ Representative and offering to deliver the same to Sellers’ Representative at Sellers’ expense in proportion to their respective Seller Percentages, and, to the extent reasonably requested in writing by Sellers’ Representative to Buyer during such period, Sellers’ Representative shall be granted by Xxxxx and the Company Group Entities reasonable access (at Sellers’ cost and expense) to such information during normal business hours.

Access and Information. (a) Between Prior to the date Closing, Buyer shall be entitled to make or cause to be made such reasonable investigation of this Agreement the Business and the Effective TimeFacility as Buyer deems necessary or advisable, and Seller and the Company will giveshall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereof, Seller and the Company shall direct permit Buyer and its accountants agents and legal counsel representatives to give, Purchaser, its affiliates have reasonable and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, continued access as reasonably requested to all offices applicable premises and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company during regular business hours and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to shall furnish Purchaser with (i) such financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other information with respect data relating to the respective businesses and properties of the Company and its subsidiaries Business as Purchaser may Buyer shall reasonably request from time to time reasonably requesttime); provided, however, the Company shall be under no obligation to deliver to Buyer any information in violation of any non-disclosure or confidentiality agreement (but shall be required to disclose to Buyer the type of information not being so provided). Buyer’s access shall include, and (ii) a copy of each material reportnot be limited to, schedule and other document filed or received by the Company pursuant permitting a Buyer representative to be present at the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, Facility during all normal business hours provided that such contact is for informational purposes only and Buyer representative does not unreasonably interfere with such employee's ongoing responsibilities the operations of the Business. Prior to the Company or any of its subsidiariesClosing, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives Buyer shall not be restricted in use any manner in contacting employees of the Company or information obtained pursuant to this Section 6.01 for any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or purpose unrelated to the consummation of the Offer have Transaction and, if such transactions are not been satisfied. (b) Prior consummated, it will hold all information and documents obtained pursuant to this Section 6.01 in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed. In the event that this Agreement is terminated, Buyer will deliver to the execution Company all documents so obtained by it and delivery any copies thereof in the possession of this AgreementBuyer or its agents and representatives or, at the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary option of the Company, Buyer shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by Buyer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of Seller or the Company, which shall survive any such investigation; provided however, that Buyer has provided to Seller copies of its accountants’ report and its environmental reports which Seller may attach to its disclosure schedules.

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser, Purchaser and its affiliates and their respective authorized representatives (including, without limitation, accountantsits financial advisors, accountants and legal counsel and consultantscounsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the respective businesses business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDEDprovided, HOWEVERhowever, that the Company, its legal counsel and other authorized representatives shall not be required to disclose any information protected under attorney-client or attorney work-product privilege; and provided further that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's ’s Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ’s ongoing responsibilities to the Company or any of its subsidiariesCompany, and (ii) have access to the Company's or any of its subsidiaries' ’s offices and facilities, ; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives Purchaser shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' ’s offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's Purchaser’s ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. Notwithstanding the foregoing, the treatment of such information and documentation shall remain subject to the confidentiality agreement between Parent and the Company, dated September 9, 2005, as may be amended, modified or supplemented from time to time (the “Confidentiality Agreement”), and Purchaser and its authorized representatives shall not conduct any environmental sampling. (b) Prior The Chief Financial Officer of the Company shall deliver to Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (i), (ii), (iii) and (iv) on Annex A hereto. The chief executive officer of the Company shall deliver to Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) The Company, Purchaser, Parent (on its own behalf and on behalf of PWJ Lending and PWJ Funding as their managing member), Hxxxxxxx and Holdco agree that the Purchase Agreement will terminate effective upon the execution and delivery of this AgreementAgreement by the parties hereto, the Company shall have delivered to Purchaser a copy of duly adopted resolutions except for such provisions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified Purchase Agreement that survive any termination by the Secretary of the Companytheir terms.

Access and Information. (a) Between Subject to the date restrictions contained in the Confidentiality Agreement (as defined herein) and subject to Sections 5.1(b) and 5.4(c), upon reasonable notice, Company will provide Merger Partner (and shall cause each of this Agreement the Company Subsidiaries to) and its accountants, counsel and other representatives reasonable access during normal business hours throughout the period prior to the Effective Time to all of its and the Effective TimeCompany Subsidiaries' properties, the Company will givebooks, and shall direct its accountants and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data Tax Returns and other information concerning Taxes, contracts, commitments and records and shall permit them to consult with respect to the respective businesses its and properties of the Company Subsidiaries' respective officers, employees, auditors, actuaries, attorneys and its subsidiaries agents; provided, however, that any such investigation shall be conducted in such a manner as Purchaser may from time not to time reasonably request, and interfere unreasonably with the business or operations of Company or the Company Subsidiaries. As soon as available but in no event later than twenty (ii20) a copy days after the close of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, month ending between the date hereof and the Closing Date, Company will furnish to Merger Partner a consolidated unaudited comparative balance sheet and statement of income and expense for the month and year to date periods. All such statements shall be prepared in accordance with GAAP consistently applied (except for the absence of footnotes and subject to year-end adjustments) and shall fairly present the financial position and results of operations of Company as of and for the period indicated. Company shall furnish to Merger Partner any and all other information furnished to its Lenders, at the same time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not furnished to such Lenders by Company. All confidential information provided pursuant to this Section 5.1 will be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities subject to the Confidentiality Agreement dated as of October 6, 1999 (the "Confidentiality Agreement"), between Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedPartner. (b) Prior to From and after the execution and delivery date of this Agreement, Company shall provide Merger Partner and its representatives with reasonable access to the employees of Company and the Company Subsidiaries in connection with the transactions contemplated by this Agreement and with respect to future employment or terms or conditions of employment of such employees; provided that Company shall have delivered a right to Purchaser have a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Companyrepresentative present during any meeting with such employees.

Access and Information. (a) Between From the date hereof until the Closing Date or termination of this Agreement and the Effective Time, the Company will giveAgreement, and shall direct its accountants except to the extent Parent and legal counsel to giveNewco are in breach of this Agreement, PurchaserParent, its affiliates Newco, Parent’s financing parties and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing shall be entitled to make or cause to be made such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information with respect to the respective businesses and properties investigation of the Company and its subsidiaries as Purchaser may from time to time reasonably requestSubsidiaries, and (ii) a copy of each material reportthe financial and legal condition thereof, schedule as Parent and other document filed Newco deem reasonably necessary or received by advisable during normal business hours and upon advance notice, and the Company pursuant shall cooperate with any such reasonable investigation to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that extent such contact is for informational purposes only and access does not unreasonably interfere with such employee's ongoing responsibilities to the operations, activities and employees of the Company or and its Subsidiaries. The foregoing investigation rights shall not include the right to (i) take any of samples the written work plan for which has not been approved by the Company in its subsidiariessole discretion, and (ii) have access to any information the Company's disclosure of which is prohibited by contract or applicable law or which would result in the waiver of any of its subsidiaries' offices and facilitiesprivileges, andor (iii) have access to any formulae, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees know-how or other proprietary knowledge of the Company or its Subsidiaries. Parent and Newco and its representatives and agents shall not contract or hold discussions with suppliers or customers of the Company without the prior written consent of the Company and in any event only with the participation of its subsidiaries or in accessing representatives of the Company's or . Parent and Newco agree to conduct any of its subsidiaries' offices such discussions with reasonable discretion and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or sensitivity to the consummation of the Offer have not been satisfiedCompany’s relationships with its suppliers, customers and employees. (b) Prior All information disclosed, whether before or after the date hereof, pursuant to this Agreement or in connection with the transactions contemplated by, or the discussions and negotiations preceding, this Agreement to Parent and Newco (or their representatives or affiliates) shall be kept confidential by such Persons in accordance with the confidentiality agreement dated January 27, 2005 by and between the Company and affiliates of Parent and Newco (the “Confidentiality Agreement”) and shall not be used by any Person, other than in connection with the transactions contemplated by this Agreement. (c) After the Effective Time, Parent shall make available and shall cause the Surviving Corporation to make available, at the Representative’s out of pocket expense, to the execution Representative and delivery of this Agreementits accountants, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the executionagents and representatives during normal business hours and upon reasonable request any and all books, delivery records, contracts and performance other information of the Company Transaction Documents, and its Subsidiaries existing at the Offer, Effective Time to the Merger and the other transactions contemplated hereby and thereby, certified extent reasonably requested by the Secretary Representative in connection with any purposes contemplated by this Agreement. Parent will cause the Surviving Corporation to hold all of the Companybooks and records of the Company and its Subsidiaries existing on the Effective Date and not destroy or dispose of any thereof for a period of seven years from the Effective Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, will offer first in writing at least 60 days prior to such destruction or disposition to surrender them to the Representative.

Access and Information. (a) Between the date of this Agreement and the Effective TimeClosing, the Company Sellers will give, and shall direct its accountants and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access, upon prior written request and during normal business hours, to all properties, books, records, and documents of Sellers that are directly related to the Purchased Assets or operation of the Pharmacies, (ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information with respect relating to the respective businesses Pharmacies and properties of the Company and its subsidiaries Purchased Assets as Purchaser Buyer may from time to time reasonably request, (iii) cooperate and prioritize and allocate its resources as reasonably necessary to work with Buyer and its representatives, subcontractors and/or agents to ensure proper data conversion, (iiiv) a copy of each material report, schedule and other document filed or received by the Company pursuant deliver to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between Buyer (in electronic form where available) commencing promptly after the date hereof the data reasonably requested by Buyer in order to commence and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates progress item match and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiariesother transition related planning activities, and (iiv) have instruct the employees, counsel, financial advisors and auditors of Sellers to reasonably cooperate with Buyer in connection with the foregoing, in each case, subject to applicable Law; provided that it is understood and agreed that Buyer has informed Sellers that the access and conduct that is required by this Section 6.11 is critical to its ability to conduct business and service customers of the Pharmacies at Closing, but that such access and conduct must be provided or performed in a form or manner or pursuant to a process that complies with applicable Law and any medical privacy policy of Sellers maintained for the benefit of third parties that imposes a legally binding obligation on Sellers or is required to be complied with in order to be in accordance with applicable Law. To the extent that providing access to certain information or personnel or taking certain action under this Section 6.11 would not so comply in a given form or manner or pursuant to a given process, the Company's Parties shall agree on a form or any manner of its subsidiaries' offices access or conduct that will both enable Buyer to conduct business and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees service customers of the Company or Pharmacies at Closing and will comply with applicable Law and any of its subsidiaries or in accessing such policy (e.g., pricing information may be redacted from the Company's or any of its subsidiaries' offices item files and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedpharmacy reimbursement rates may be redacted from third party plan information). (b) Prior to the execution and delivery of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser, Purchaser and its affiliates and their respective authorized representatives (including, without limitation, accountantsits financial advisors, accountants and legal counsel and consultantscounsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the respective businesses business and properties of the Company and its subsidiaries the Company Subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company or any Company Subsidiary pursuant to the requirements of applicable securities laws or the NASD; PROVIDEDprovided, HOWEVERhowever, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives (i) Purchaser may, upon the with prior approval (which shall not be unreasonably withheld or delayed) of notice to the Company's Chief Executive Officer, (i) Chief Financial Officer or General Counsel, contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiariesRainforest, and (ii) have access to the Company's or any of its subsidiaries' offices and facilitiesfacilities shall only be with the sole and absolute, prior written consent of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel (provided that this Agreement shall not constitute prior written consent); and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives Purchaser shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing furnishment of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) Prior The Chief Financial Officer of the Company shall deliver to the execution Purchaser immediately before the close of business on the day which is six business days prior to the then-scheduled expiration date of the Offer and delivery immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth (i) the Designated Cash Amount (including a reasonably detailed explanation of the calculation thereof) and (ii) the number of issued and outstanding Shares as of the date of the expiration of the Offer. If the Purchaser disagrees as to the amount of (or the calculation of) the Designated Cash Amount, then the Purchaser shall have the right to refer the disagreement to an accounting firm (which will be different than the firm currently used by each of the Company and Purchaser) of independent certified public accountants as the Company and Purchaser may mutually agree or, if they cannot agree, as their respective accounting firms shall agree (in either case, the "Independent Accounting Firm") for resolution. The Independent Accounting Firm shall be instructed to use every reasonable effort to perform such services within two business days of the submission to it of the dispute and, in any case, as soon as practicable after such submission. The fees, costs and expenses related to the Independent Accounting Firm shall be shared equally by the Company and Purchaser. This provision for Independent Accounting Firm shall be specifically enforceable by the parties and the decision of the Independent Accounting Firm in accordance herewith shall be final and binding and there shall be no right of appeal therefrom. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six business days prior to the then- scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e), (f), (g), (h), (i), (l) and (m) on Annex A hereto. The President of the Company shall deliver to ------- the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Promptly following the date of this Agreement, the Company shall have delivered deliver to the Purchaser a copy of duly adopted resolutions of the Company's Board of Directors approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger this Agreement and the other agreements contemplated hereby (including the Noncompetition Agreements) and, in each case, the transactions contemplated hereby and thereby, certified by the Secretary of the Company. Such resolutions shall be in substantially the same form as those attached as Exhibit A hereto. --------- (e) The Company shall use its best efforts to file with the SEC by October 31, 2000 the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000 (the "Third Quarter Form 10-Q").

Access and Information. (a) Between From the date of this Agreement until the Closing, subject to Section 6.6 and the Effective Timeto any applicable Laws (including applicable antitrust Laws), the Company will give, shall (i) afford Parent and shall direct its accountants and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)“Parent’s Representatives”) reasonable access, at all Parent’s sole cost and expense, during regular business hours and upon reasonable timesadvance notice to the Company, access as reasonably requested to all offices the DQ Companies, their properties, their Books and other facilities Records and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with employees (i) such financial and operating data and other including employment information with respect to the respective businesses employees set forth on Schedule 6.7(a)) specified by the Company in connection with each such visit; provided, however, (x) access to such employees will only be available upon reasonable notice to the Company to the attention of and properties consented to by the Chief Executive Officer or pursuant to Coordinated Planning Activities and (y) any Books and Records or other information that is subject to attorney-client or other legal privilege or obligation of confidentiality or disclosure shall not be made so accessible; provided that the Company shall give Parent notice of any access or examination so withheld and shall use its commercially reasonable efforts to allow for such access or examination in a manner that would not result in a loss of such privilege or conflict with such obligation of confidentiality. Any access shall be conducted (i) under the supervision of the Company Company’s or its Affiliate’s personnel, (ii) subject to all of the standard protocols and its subsidiaries as Purchaser may from time procedures of the DQ Companies, including the requirement that visitors be escorted at all times, (iii) subject to time reasonably requestany additional procedures required by any landlord, and (iiiv) in such a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and manner as does not unreasonably interfere with the normal operations of the DQ Companies or any COVID-19 Measures; provided, that, such employee's ongoing responsibilities access or related activities may be limited due to the COVID-19 or COVID-19 Measures (and the Company’s response thereto) and no access need be granted if the Company reasonably believes it may jeopardize the health and safety of any employee, independent contract or other agent of any DQ Company. Parent acknowledges that it remains bound by the Confidentiality Agreement and that all information it obtains as a result of its subsidiaries, and (ii) have access under this Section 6.7 shall be subject to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedConfidentiality Agreement. (b) Prior Following the Closing and until the sixth anniversary of the Closing Date, Parent agrees to retain all Books and Records in existence on the Closing Date and to grant to the execution Representative and delivery of this Agreementits representatives during regular business hours and upon reasonable advance notice to Parent, the Company shall have delivered to Purchaser a copy of duly adopted resolutions right, at the expense of the Board approving Representative, (i) to inspect and copy the execution, delivery Books and performance of Records and (ii) to have the Company Transaction Documents, relevant personnel made available to them to the Offer, the Merger and the other transactions contemplated hereby and thereby, certified extent reasonably requested by the Secretary Representative in connection with (A) preparing and filing Tax Returns and/or any Tax inquiry, audit, investigation or dispute and preparation of financial statements or (B) any litigation, audit, dispute, claim or investigation. No Books and Records shall be destroyed by Parent without first advising the CompanyRepresentative in writing and giving the Representative a reasonable opportunity to obtain possession thereof at the Representative’s expense.

Access and Information. (a) Between During the date period from the Signing Date and continuing until the earlier of the termination of this Agreement in accordance with Section 10.1 or the Closing (the “Interim Period”), subject to Section 8.13, each of the Company, Pubco and Merger Sub (the Effective Time, the “Company will Entities”) shall give, and shall direct its accountants and legal counsel cause their respective Representatives to give, Purchaser, HUDA and its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)Representatives, at all reasonable timestimes during normal business hours and upon reasonable advance notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, agreementsproperties, commitmentsContracts, books and records records, financial and operating data and other similar information, of or pertaining to the Company Entities as HUDA or its Representatives may reasonably request regarding the Company Entities and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the Representatives of any Company Entity to reasonably cooperate with HUDA and its subsidiariesRepresentatives in their investigation; provided, will permit however, that HUDA and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the foregoing business or operations of the Company Entities. HUDA hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Company Entity regarding any Company Entity, its business or the Transactions and the Ancillary Documents without the prior written consent of the Company (such consent not to make such reasonable inspections as they may require and will cause its officersbe unreasonably withheld, with reasonable promptnessconditioned or delayed). Notwithstanding the foregoing, the Company Entities shall not be required to furnish Purchaser with provide access to any information (i) such that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege or (iv) which primarily relates to the negotiations of this Agreement or the Transactions. (b) During the Interim Period, subject to Section 8.13, HUDA shall give, and shall cause its Representatives to give, the Company Entities and their respective Representatives, at reasonable times during normal business hours and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other information with respect information, of or pertaining to the respective businesses and properties of HUDA or its Subsidiaries, as the Company Entities or their respective Representatives may reasonably request regarding HUDA, its Subsidiaries and its subsidiaries as Purchaser may from time to time reasonably requesttheir respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (ii) including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by the Company a Governmental Authority pursuant to the requirements of applicable securities laws Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the NASD; PROVIDED, HOWEVER, that, between financial statements or other documents already exist) and cause each of HUDA’s Representatives to reasonably cooperate with the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates Company Entities and their respective authorized representatives mayRepresentatives in their investigation; provided, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officerhowever, (i) contact any employee of that the Company Entities and their Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of HUDA or any of its subsidiaries directlySubsidiaries. Notwithstanding the foregoing, provided HUDA shall not be required to provide access to any information (i) that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities personally identifiable information of a third party which is prohibited from being disclosed pursuant to the Company or any terms of its subsidiariesa written confidentiality agreement with a third party, and (ii) have access the disclosure of which would violate any Law, (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege or (iv) which primarily relates to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) Prior to the execution and delivery negotiations of this Agreement, Agreement or the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the CompanyTransactions.

Access and Information. (a) Between During the Pre-Closing Period, subject to the restrictions set forth in Sections 1-4, 7 and 8 of the Confidentiality Agreement dated December 2, 2005, between the Purchaser and Tailwind Management LP (the “Confidentiality Agreement”), the Sellers shall cause the Company and each of the Company Subsidiaries to permit the Purchaser and its representatives to have full access, during normal business hours and after reasonable prior notice to the Stockholder Representative, to the properties, books and records of the Company and the Company Subsidiaries, other than any personnel information protected by applicable privacy Laws, and shall make available such information and documents in the Company’s possession relating to the Company and the Company Subsidiaries as the Purchaser may reasonably request after a determination by Purchaser that such information or access is reasonably necessary for Purchaser to complete this transaction; provided, however, that any such access by the Purchaser or its representatives shall not unreasonably interfere with the conduct of the Business of the Company or any Company Subsidiary. All information provided or obtained pursuant to the foregoing shall be held by the Purchaser in accordance with and subject to the terms of the Confidentiality Agreement. Prior to making any physical inspection of the Owned Real Property or the Leased Real Property, the Purchaser shall provide to the Stockholder Representative: (i) reasonable advance notice of the date and approximate time that the applicable inspection will be conducted; and (ii) the name of each individual who will be conducting such inspection. (b) Notwithstanding anything to the contrary in this Agreement or otherwise, during the Pre-Closing Period, the Purchaser (and all of the representatives and Affiliates thereof and any employees, directors and officers thereof) shall contact and communicate with employees, customers, suppliers and others having a business relationship with the Company and the Company Subsidiaries in connection with the transactions contemplated hereby only in accordance with the procedures set forth in the Confidentiality Agreement. (c) For a period of seven (7) years after the Closing Date, the Purchaser shall, and shall cause the Company and each Company Subsidiary to, maintain the books and records in existence as of the Closing Date relating to the Company, the Company Subsidiaries and the Business. Following the Closing, the Purchaser shall, and shall cause the Company and each Company Subsidiary to, afford promptly to the Sellers and their representatives, at the premises of the Company or the Company’s Subsidiaries, as applicable, after reasonable prior notice, reasonable access to the properties, books, records, employees and auditors of the Company and the Company Subsidiaries to the extent necessary to permit the Sellers to determine any matter relating to their rights and obligations hereunder or to any period ending on or before the Closing Date, provided, however, that any such access by the Sellers and their representatives may not unreasonably interfere with the conduct of the business of the Company, any Company Subsidiary or the Purchaser. Following the Closing and until the expiration of the representations and warranties set forth in Section 2.17 or any claim for indemnification made with respect to Section 2.17, the Purchaser shall cause the Company and the Company Subsidiaries, prior to filing any amended income Tax Return relating to Taxes of the Company or any Company Subsidiary for any Tax period ending on or prior to the Closing Date, to submit such Tax Return to the Stockholder Representative for the Sellers’ approval, which shall not be unreasonably, withheld, delayed or conditioned. Any access pursuant to this Section 5.5(c) or Section 1.6, any information retained after the Closing by any Seller related to the Company or any Company Subsidiary and any Tax Return submitted to the Sellers or the Stockholder Representative pursuant to this Section 5(c) shall be subject to the following terms: (i) The information learned by the Sellers and their representatives from such access (the “Purchaser Information”) shall be treated by the Sellers and their representatives as confidential information unless and until (i) such Purchaser Information becomes generally available to the public through no act or failure to act by the Sellers or their representatives; (ii) such Purchaser Information is disclosed to the Sellers or their representatives after the date of this Agreement on a non-confidential basis by a third party not bound by obligations of confidentiality with respect to such Purchaser Information; or (iii) such Purchaser Information is independently acquired or developed by the Sellers or their representatives without reliance on, or the use of, any of the Purchaser Information; provided, however, that the foregoing shall not restrict any Seller’s ability to make disclosures of Purchaser Information to its limited partners, co-investors, potential investors, financing sources, placement agents and debtholders, each of whom shall be subject to customary confidentiality obligations (collectively, the Effective Time“Permitted Disclosure Recipients”). (ii) The Sellers recognize and acknowledge the competitive value and confidential and proprietary nature of the Purchaser Information and that damage could result to the Purchaser, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit Subsidiaries if any of the foregoing Purchaser Information is disclosed to make such reasonable inspections any third party other than a Permitted Disclosure Recipient. (iii) Except as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information provided above with respect to the respective businesses Permitted Disclosure Recipients, the Sellers and properties their representatives will use the Purchaser Information solely for purposes related to exercising their rights and performing their obligations under this Agreement and for matters related to them in their capacities as the former owners and stockholders of the Company and its subsidiaries as Purchaser may from time to time reasonably requestthe Company Subsidiaries. (iv) The Sellers shall, and (ii) a copy shall cause their representatives to, exercise reasonable care to prevent disclosure to any third party of each material report, schedule and other document filed or Purchaser Information received by the Company them pursuant to this Section 5.5(c), except as may be necessary or appropriate for the requirements purposes described in Section 5.5(c)(iii), and the Sellers will take precautions to protect such Purchaser Information at least as great as they take to protect their own confidential information. (d) The Sellers, on the one hand, and the Purchaser, on the other hand, agree to cooperate fully, as and to the extent reasonably requested by the other, in connection with the preparation and filing of applicable securities laws any Tax Return, claim for refund or audit and the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment that relates to the Company, any Company Subsidiary, the Business or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee assets of the Company or any Company Subsidiary, including the prosecution of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to any claim against the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment sellers under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company Aircast Asset Purchase Agreement or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfieda Subsidiary Asset Purchase Agreement. (b) Prior to the execution and delivery of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement in accordance with Section 12.1 or the Closing (the “Interim Period”), subject to Section 9.17, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company will and Holdings shall give, and shall direct cause its accountants and legal counsel Representatives to give, Purchaser, SPAC and its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)Representatives, at all reasonable timestimes during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, agreementsproperties, commitmentsContracts, books and records of or pertaining to the Company and its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other similar information with respect (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or Holdings, as SPAC or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses businesses, assets, Liabilities, financial condition, operations, management, employees and properties other aspects and cause each of the Representatives of the Company to reasonably cooperate with SPAC and its subsidiaries Representatives in their investigation; provided, however, that SPAC and its Representatives shall conduct any such activities in such a manner as Purchaser may not to unreasonably interfere with the business or operations of the Target Companies or Holdings. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from time being disclosed pursuant to time reasonably requestthe terms of a written confidentiality agreement with a third party, and (ii) a copy the disclosure of each material reportwhich would violate any Law, schedule and (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other document filed legal privilege or received by the Company pursuant (iv) that is directly related to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof negotiation and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) execution of the Company's Chief Executive Officer, Transactions (i) contact any employee of the Company or any of its subsidiaries directly, provided transactions that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities are or were alternatives to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedTransactions). (b) Prior During the Interim Period, subject to Section 9.17, to the execution extent permitted by applicable Law and delivery solely for the purpose of this Agreementfacilitating the consummation of the Transactions, SPAC shall give, and shall cause its Representatives to give, the Company shall have delivered and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to Purchaser a copy all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of duly adopted resolutions or pertaining to SPAC, as the Company or its Representatives may reasonably request regarding SPAC and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Board approving Representatives of SPAC to reasonably cooperate with the executionCompany and its Representatives in their investigation; provided, delivery however, that the Company and performance its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC. Notwithstanding the foregoing, SPAC shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions). (c) All information provided pursuant to this Section 9.1 shall be subject to the Confidentiality Agreement dated January 22, 2023 by and between SPAC and the Company Transaction Documents(as amended from time to time, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company“Confidentiality Agreement”).

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company will giveSeller shall, and shall direct cause its accountants Affiliates to, give to Buyer and legal counsel to giveits officers, Purchaser, its affiliates and their respective authorized representatives (including, without limitationemployees, accountants, legal counsel and consultants), at all other representatives reasonable times, access as reasonably requested during Seller’s or the applicable Affiliate’s normal business hours throughout the period prior to the Closing to all offices and other facilities and to all of Seller’s or the applicable Affiliate’s properties, employees, books, lease files, contracts, agreements, commitments, books reports of examination and records of or pertaining directly relating to the Company Business or the Purchased Assets. Seller shall, and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will shall cause its officersAffiliates to, with reasonable promptnessassist Buyer in making such investigation and shall cause its counsel, to furnish Purchaser with (i) such financial and operating data accountants, engineers, consultants and other information with respect non-employee representatives to the respective businesses and properties of the Company and its subsidiaries as Purchaser may from time be reasonably available to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares Buyer for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedpurposes. (b) Prior After the Closing Date, Seller and Buyer shall, and shall cause their respective Affiliates to, provide to each other and to their respective officers, employees, counsel and other representatives, upon request, reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the execution Business or the Purchased Assets, and delivery of shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the Company operations or activities relating to the Business or the Purchased Assets and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any Action or allegation in any litigation or arbitration or in any administrative or legal proceeding, other than Actions or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and reimburse the other transactions party for all reasonable and necessary out-of-pocket costs and expenses incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated hereby by this Section 5.1(b) shall be during normal business hours and thereby, certified by upon reasonable prior notice and shall be subject to such reasonable limitations as the Secretary party having custody or control thereof may impose to preserve the confidentiality of the Companyinformation contained therein.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement in accordance with Section 8.1 or the Closing (the “Interim Period”), subject to Section 5.11, the Company will and Merger Sub shall give, and shall direct cause its accountants Representatives to give SPAC and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)Representatives, at all reasonable timestimes during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, properties, material Contracts, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements) of or pertaining to the Company and Merger Sub as SPAC or its Representatives may reasonably request regarding the Company, Merger Sub and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited and unreviewed quarterly profit and loss statements or statements of operations, in form and substance provided by the Company to its board of directors)) and cause each of the Representatives of the Company and Merger Sub to reasonably cooperate with SPAC and its Representatives in their investigation, and the Company and Merger Sub are not required to produce new reports or information that otherwise are not already in existence; provided, however, that SPAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company or Merger Sub. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of an agreement with a third party, (ii) the disclosure of which would violate any applicable Law or the rules and regulations of the ISA or the bylaws of the TASE or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege. (b) During the Interim Period, subject to Section 5.11, SPAC shall give, and shall cause its Representatives to give, the Company, Merger Sub and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable 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 its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other similar information with respect to (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of SPAC or its Subsidiaries, as the Company, Merger Sub or their respective businesses Representatives may reasonably request regarding SPAC, its Subsidiaries and properties of the Company their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and its subsidiaries as Purchaser may from time to time reasonably requestother aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and (ii) income statement, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if such financial statements or other documents already exist) and cause each of SPAC’s Representatives to reasonably cooperate with the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates Merger Sub and their respective authorized representatives mayRepresentatives in their investigation; provided, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officerhowever, (i) contact any employee of that the Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC or any of its subsidiaries directlySubsidiaries. Notwithstanding the foregoing, provided SPAC shall not be required to provide access to any information (i) that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities prohibited from being disclosed pursuant to the Company or any terms of its subsidiariesa confidentiality agreement with a third party, and (ii) have access to the Company's disclosure of which would violate any applicable Law or any (iii) the disclosure of its subsidiaries' offices and facilitieswhich would constitute a waiver of attorney-client, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company attorney work product or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedother legal privilege. (b) Prior to the execution and delivery of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between From and after the date Closing Date for a period of this Agreement three (3) years and the Effective Timethereafter with Sellers' consent, the Company will givewhich consent shall not be unreasonably withheld, Sellers shall, and shall direct its accountants cause their officers, directors, employees and legal counsel agents to, afford to give, Purchaser, its affiliates Purchasers and their respective authorized officers, directors, employees, counsel, accountants, advisors, representatives and agents reasonable access, during regular business hours and upon reasonable advance notice, to the officers, employees, agents, properties, offices and other facilities, and to the books and records (including, without limitation, tax returns and work papers of Sellers' independent auditors) and Commitments of Sellers, and shall furnish Purchasers and such others all financial, operating, technical and other data and information which Purchasers, through its officers, employees or agents, may from time to time reasonably request (in each case, to the extent available to Sellers and related to the Health Centers and the business of PGPA); provided, that (x) the foregoing shall be done in a manner so as not to unreasonably interfere with the normal conduct of the Sellers' business, and (y) at Sellers' request, Purchasers and such representatives shall execute a reasonable confidentiality agreement relating to non-public information received in connection therewith. (b) From and after the Closing Date for a period of three (3) years and thereafter with Purchasers' consent, which consent shall not be unreasonably withheld, Purchasers shall, and shall cause their officers, directors, employees and agents to, afford to Sellers and their officers, directors, employees, counsel, accountants, legal counsel advisors, representatives and consultants)agents reasonable access, at all during regular business hours and upon reasonable timesadvance notice, access as reasonably requested to all the officers, employees, agents, properties, offices and other facilities facilities, and to all contracts, agreements, commitments, the books and records (including, without limitation, tax returns and work papers of or pertaining to the Company Purchasers' independent auditors) and its subsidiariesCommitments of Purchasers, will permit the foregoing to make and shall furnish Sellers and such reasonable inspections as they may require others all financial, operating, technical and will cause other data and information which Sellers, through its officers, with reasonable promptnessemployees or agents, to furnish Purchaser with (i) such financial and operating data and other information with respect to the respective businesses and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, in each case, to the extent available to Purchasers and related to the Health Centers and the business of PGPA, and in each case solely to the extent relevant and reasonably necessary to the (i) preparation of tax returns and responses to tax audits, (ii) a copy defense or prosecution of each material reportany litigation, schedule and tax or other document filed claim, (iii) inquiries from any Governmental Body, or received by the Company pursuant (iv) any other reasonable purpose related to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval matters referred to it clauses (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officeri), (iii) contact any employee of and (iii) above; provided, that (x) the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does foregoing shall be done in a manner so as not to unreasonably interfere with such employee's ongoing responsibilities to the Company or any normal conduct of its subsidiariesthe Purchasers' business, and (iiy) have access to the Company's or any of its subsidiariesat Purchasers' offices request, Sellers and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized such representatives shall not be restricted execute a reasonable confidentiality agreement relating to non-public information received in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedconnection therewith. (b) Prior to the execution and delivery of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”), subject to Section 8.13, each of the Company will Company, Pubco and Merger Sub shall give, and shall direct cause its accountants and legal counsel Representatives to give, Purchaser, Purchaser and its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)Representatives, at all reasonable timestimes during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, agreementsproperties, commitmentsContracts, books and records of or pertaining to the Company and its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other similar information with respect (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the respective businesses and properties of the Company and its subsidiaries Target Companies, Pubco, Merger Sub as Purchaser or its Representatives may from time to time reasonably requestrequest regarding the Target Companies, Pubco or Merger Sub and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (ii) including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by the Company a Governmental Authority pursuant to the requirements of applicable securities laws Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the Representatives of the Company, Pubco and Merger Sub to reasonably cooperate with Purchaser and its Representatives in their investigation; provided, however, that Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies, Pubco or Merger Sub. Purchaser hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the NASD; PROVIDED, HOWEVER, that, between the date hereof transactions contemplated by this Agreement and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon Ancillary Documents without the prior approval written consent of the Company (which such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, required to provide access to any information (i) contact any employee that is personally identifiable information of the Company or any of its subsidiaries directly, provided that such contact a third party which is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities prohibited from being disclosed pursuant to the Company or any terms of its subsidiariesa written confidentiality agreement with a third party, and (ii) have access to the Company's disclosure of which would violate any Law or any (iii) the disclosure of its subsidiaries' offices and facilitieswhich would constitute a waiver of attorney-client, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company attorney work product or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedother legal privilege. (b) Prior During the Interim Period, subject to the execution Section 8.13, Purchaser shall give, and delivery of this Agreementshall cause its Representatives to give, the Company shall have delivered Company, Pubco or Merger Sub and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Purchaser or its Subsidiaries, as the Company. Pubco, Merger Sub or their respective Representatives may reasonably request regarding Purchaser, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of duly adopted resolutions each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the Board approving consent or any other conditions required by such accountants, if any) in each case, if the executionfinancial statements or other documents already exist) and cause each of Purchaser’s Representatives to reasonably cooperate with the Company, delivery Pubco and performance of Merger Sub and their respective Representatives in their investigation; provided, however, that the Company Transaction Documentsand its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Purchaser or any of its Subsidiaries. Notwithstanding the foregoing, the OfferPurchaser shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the Merger and disclosure of which would violate any Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other transactions contemplated hereby and thereby, certified by the Secretary of the Companylegal privilege.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement in accordance with Section 10.1 or the Closing (the “Interim Period”), subject to Section 8.14, the Company will shall give, and shall direct cause its accountants and legal counsel Representatives to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)Catcha, at all reasonable timestimes during normal business hours and upon reasonable intervals and notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, properties, Contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information with respect (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, as Catcha may reasonably request regarding the Target Companies and their respective businesses businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and properties of the Company other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and its subsidiaries as Purchaser may from time to time reasonably requestincome statement, and (ii) a copy of each material report, schedule and other document filed with or received by the Company a Governmental Authority pursuant to the requirements of applicable securities laws Laws, and independent public accountants’ work papers (subject to the consent or the NASD; PROVIDEDany other conditions required by such accountants, HOWEVER, that, between the date hereof if any)) and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) cause each of the Company's Chief Executive Officer’s Representatives to reasonably cooperate with Catcha in its investigation; provided, (i) contact however, that Catcha shall conduct any employee such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies. No information or knowledge obtained by Catcha in any investigation conducted pursuant to the access contemplated by this Section 8.1 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or any of its subsidiaries directly, provided that such contact is for informational purposes only otherwise impair the rights and does not unreasonably interfere with such employee's ongoing responsibilities remedies available to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedCatcha hereunder. (b) Prior During the Interim Period, subject to the execution Section 8.14, Catcha shall give, and delivery of this Agreementshall cause its Representatives to give, the Company shall have delivered and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to Purchaser all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Catcha, as the Company or its Representatives may reasonably request regarding Catcha and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of duly adopted resolutions each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the Board approving the executionconsent or any other conditions required by such accountants, delivery if any)) and performance cause each of Catcha’s Representatives to reasonably cooperate with the Company Transaction Documentsand its Representatives in their investigation; provided, however, that the Offer, Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the Merger and the other transactions contemplated hereby and thereby, certified business or operations of Catcha. No information or knowledge obtained by the Secretary Company in any investigation conducted pursuant to the access contemplated by this Section 8.1 shall affect or be deemed to modify any representation or warranty of Catcha set forth in this Agreement or otherwise impair the Companyrights and remedies available to the Company hereunder.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement in accordance with Section 10.1 or the Closing (the “Interim Period”), subject to Section 8.13, each of the Company will Company, Pubco and Merger Sub shall give, and shall direct cause its accountants and legal counsel Representatives to give, Purchaser, the Purchaser and its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)Representatives, at all reasonable timestimes during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, agreementsproperties, commitmentsContracts, books and records records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Company Target Companies, Pubco, Merger Sub as the Purchaser or its Representatives may reasonably request regarding the Target Companies, Pubco or Merger Sub and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Representatives of the Company, Pubco and Merger Sub to reasonably cooperate with the Purchaser and its subsidiariesRepresentatives in their investigation; provided, will permit however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies, Pubco or Merger Sub or to create a risk of damage or destruction to any property or assets of the Target Companies, Pubco or Merger Sub; provided further that the Company, Pubco and Merger Sub may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company, Pubco or Merger Sub to restrict or otherwise prohibit access to such documents or information, (ii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iii) access to a Contract to which the Target Companies, Merger Sub or Pubco is a party or otherwise bound would violate or cause a default under, or give a third person the right terminate or accelerate the rights under, such Contract; provided further that in the event that the Company, Merger Sub or Pubco does not provide access or information in reliance on the preceding proviso, it shall use its commercially reasonable efforts to communicate the applicable information to Purchaser in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Any access to the properties of the Target Companies, Merger Sub or Pubco shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing or soil, surface, air or groundwater sampling, including, without limitation, any Phase I or Phase II environmental assessments. Nothing in this Section 8.1 shall be construed to require the Company, Merger Sub or Pubco of any of the foregoing to make such reasonable inspections as they may require prepare any reports, analyses, appraisals, opinions or other information. (b) During the Interim Period, subject to Section 8.13, the Purchaser shall give, and will shall cause its officersRepresentatives to give, with the Company, Pubco or Merger Sub and their respective Representatives, at reasonable promptnesstimes during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to furnish Purchaser with (i) such all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other information with respect (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Purchaser or its Subsidiaries, as the Company. Pubco, Merger Sub or their respective businesses Representatives may reasonably request regarding the Purchaser, its Subsidiaries and properties of the Company their respective businesses, assets, Liabilities, financial condition, operations, management, employees and its subsidiaries as Purchaser may from time to time reasonably requestother aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and (ii) income statement, a copy of each material report, schedule and other document filed with or received by the Company a Governmental Authority pursuant to the requirements of applicable securities laws Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the NASD; PROVIDEDPurchaser’s Representatives to reasonably cooperate with the Company, HOWEVER, that, between the date hereof Pubco and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates Merger Sub and their respective authorized representatives mayRepresentatives in their investigation; provided, upon however, that the prior approval (which Company and its Representatives shall conduct any such activities in such a manner as not be to unreasonably withheld interfere with the business or delayed) operations of the Company's Chief Executive Officer, (i) contact any employee of the Company Purchaser or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedSubsidiaries. (bc) Prior to Purchaser shall not, during the execution and delivery Interim Period, contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the transactions contemplated by this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger Agreement and the other transactions contemplated hereby and thereby, certified by Ancillary Documents without the Secretary prior written consent of the Company.

Access and Information. For the six-year period from and after the Closing, Buyer shall (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct cause its accountants and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel counsel, consultants, employees and consultants), at all reasonable times, access as reasonably requested to all offices agents to) give each of Parent and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company Seller and its subsidiariesaccountants, will permit the foregoing to make such counsel, consultants, employees and agents, reasonable inspections as they may require and will cause its officers, access during normal business hours (with reasonable promptnessprior notice and in a manner not unduly interfering with Buyer's business) and furnish them with all legally non-privileged documents, to furnish Purchaser with (i) such financial and operating data records, correspondence, computer data, work papers and other information with respect to the respective businesses properties, assets, books, Contracts, commitments, reports and properties Books and Records, but solely for periods prior to the Closing (collectively, the "Pre-Closing Information"), to the extent that each of the Company Parent and its subsidiaries as Purchaser may Seller shall from time to time reasonably requestrequest to facilitate (i) the preparation and timely filing by Parent or Seller of Tax Returns, the making of any election related to Taxes or in connection with any audit, amended return, claim for refund or any suit or proceeding with respect thereto, (ii) the investigation, litigation and final disposition of any claims, actions, suits or proceedings which may have been or may be made against Parent or Seller in connection with RIH, New Pier or the Warehouse Assets or any of their respective businesses, (iii) any indemnification claims made under Article X or the defense thereof, (iv) the obtaining of a Governmental Approval, (v) the obtaining of a Permit by Parent or Seller, (vi) accounting and audit requirements, and (iivii) a copy of each material report, schedule securities filings and other document filed or received by the Company pursuant regulatory filings in accordance with Applicable Law. The Pre-Closing Information shall be subject to the requirements of applicable securities laws Section 6.5 hereof. Buyer shall use all reasonable efforts to include a provision substantially similar to this Section 6.2(e) in any agreement providing for the transfer of the RIH Shares, New Pier Shares or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing Warehouse Assets or to the consummation sale, lease or other transfer of all or a substantial portion of RIH's or New Pier's business or assets (regardless of the Offer have form in which any such transaction occurs), which is executed during such six-year period, requiring the transferee thereof to grant the access and information rights provided therein to each of Parent and Seller and its accountants, counsel, consultants, employees and agents and to cause Seller and Parent to be a third party beneficiary of such provision. In addition, Buyer shall permit each of Parent and Seller and its accountants, counsel, consultants, employees and agents, reasonable access to such personnel during normal business hours, with reasonable prior notice and in a manner not been satisfied. unduly interfering with Buyer's business, as may be necessary to each of Parent and Seller in its review of the Pre-Closing Information in connection with any of the aforementioned purposes. Except as otherwise required by Applicable Law or agreed to in writing by the parties, Buyer shall (band shall cause its Affiliates to) Prior use reasonable efforts to preserve all material Pre-Closing Information in its possession until December 31, 2006. Notwithstanding the execution foregoing, in lieu of retaining any specific Pre-Closing Information, Buyer may offer in writing to Parent and delivery of this AgreementSeller to deliver such specific Pre-Closing Information to Parent and Seller and, if such offer is not accepted within 90 days, the Company shall have delivered to Purchaser a copy offered Pre-Closing Information may be disposed of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Companyat any time.

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser, Purchaser and its affiliates and their respective authorized representatives (including, without limitation, accountantsits financial advisors, accountants and legal counsel and consultantscounsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the respective businesses business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that the Company, its legal counsel and other authorized representatives shall not be required to disclose any information protected under attorney-client or attorney work-product privilege; and PROVIDED FURTHER that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiariesCompany, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, ; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives Purchaser shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger SubPurchaser's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. Notwithstanding the foregoing, the treatment of such information and documentation shall remain subject to the confidentiality agreement between Parent and the Company, dated September 9, 2005, as may be amended, modified or supplemented from time to time (the "CONFIDENTIALITY AGREEMENT"), and Purchaser and its authorized representatives shall not conduct any environmental sampling. (b) Prior The Chief Financial Officer of the Company shall deliver to Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (i), (ii), (iii) and (iv) on ANNEX A hereto. The chief executive officer of the Company shall deliver to Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) The Company, Purchaser, Parent (on its own behalf and on behalf of PWJ Lending and PWJ Funding as their managing member), Xxxxxxxx and Holdco agree that the Purchase Agreement will terminate effective upon the execution and delivery of this AgreementAgreement by the parties hereto, the Company shall have delivered to Purchaser a copy of duly adopted resolutions except for such provisions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified Purchase Agreement that survive any termination by the Secretary of the Companytheir terms.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement in accordance with Section 8.1 or the Closing Date (the “Interim Period”), subject to Section 5.11, each of the Company will shall give, and shall direct cause its accountants and legal counsel Representatives to give, PurchaserSPAC, Merger Sub and its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)Representatives, at all reasonable timestimes during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsproperties, agreements, commitmentsContracts, books and records of or pertaining to the Company and its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other similar information with respect to the respective businesses (including Tax Returns, internal working papers, client files, client Contracts and properties director service agreements) of the Company as SPAC, Merger Sub or their Representatives may reasonably request regarding the Company and its subsidiaries as Purchaser may from time to time reasonably requesttheir respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (ii) including unaudited balance sheets and income statements, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the Representatives of the Company to reasonably cooperate with SPAC, Merger Sub and their Representatives in their investigation, and, except as provided in Section 5.11, the Company are not required to produce new reports or information that otherwise are not already in existence; provided, however, that SPAC, Merger Sub and their Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company; provided, further, that such access may be limited to the extent any of the Company reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Company. SPAC and Merger Sub hereby agree that, during the Interim Period, they shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Company regarding any Company, the business or the transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the requirements terms of applicable securities laws or the NASD; PROVIDEDa confidentiality agreement with a third party, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's disclosure of which would violate any applicable Law or any (iii) the disclosure of its subsidiaries' offices and facilitieswhich would constitute a waiver of attorney-client, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company attorney work product or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedother legal privilege. (b) Prior During the Interim Period, subject to the execution Section 5.11, SPAC and delivery of this AgreementMerger Sub shall give, and shall cause their Representatives to give, the Company shall have delivered and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to Purchaser all offices and other facilities and to all properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of SPAC or its Subsidiaries, as the Company or its Representatives may reasonably request regarding SPAC, Merger Sub, their Subsidiaries and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of duly adopted resolutions each material report, schedule and other document filed with or received by or from a Governmental Authority, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if such financial statements or other documents already exist) and cause each of the Board approving the execution, delivery SPAC’s and performance of Merger Sub’s respective Representatives to reasonably cooperate with the Company Transaction Documentsand its Representatives in their investigation; provided, however, that the OfferCompany and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC, Merger Sub, or any of their Subsidiaries; provided, further, that such access may be limited to the extent SPAC, Merger Sub or their Subsidiaries reasonably determine, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of SPAC, Merger Sub or their Subsidiaries. Notwithstanding the foregoing, neither SPAC nor Merger Sub shall be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other transactions contemplated hereby and thereby, certified by the Secretary of the Companylegal privilege.

Access and Information. (a) Between From and after the date hereof, each of this Agreement and the Effective Time, the Company will giveSelling Companies agrees to provide, and shall direct to cause the other Subject Companies to provide, to Purchaser and its accountants agents and legal counsel representatives with reasonable access during normal business hours to givethe premises, Purchaserproperties, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and books, records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information with respect to the respective businesses and properties of each of the Company Subject Companies, upon reasonable notice, as the Purchaser and its subsidiaries as Purchaser may agents and representatives shall reasonably request from time to time reasonably requesttime. The Purchaser agrees to conduct and agrees to cause its agents and representatives to conduct, any such inquiries with reasonable discretion and (ii) a copy sensitivity to the relationships of each material reportof the Subject Companies with their respective employees, schedule customers and other document filed or received by the Company pursuant suppliers. The foregoing notwithstanding, prior to the requirements of applicable securities laws or Closing neither the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or Purchaser nor any of its subsidiaries directlyrepresentatives or agents shall contact any employee, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company customer or supplier of any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following Subject Companies without the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees prior written consent of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedSelling Companies. (b) Prior Each of Purchaser and the Selling Companies agrees not to disclose or permit the execution and delivery disclosure for any purpose other than the transactions contemplated hereby of any non-public, confidential or proprietary information furnished to such party by another party hereto in connection with the transactions contemplated by this Agreement, provided that such disclosure may be made (i) to any Person who is an officer, director or employee of such party, or to counsel, accountants and financial advisors to such party solely for their use in evaluating the transactions contemplated by this Agreement, (ii) with the prior written consent of all parties to this Agreement, (iii) pursuant to a subpoena or order issued by a court, arbitrator or Governmental Authority, (iv) if the Selling Companies deem it necessary or appropriate in the registration statement on Form 10 that the Company shall have delivered to files with the SEC or (v) if Purchaser a copy of duly adopted resolutions of deems it necessary or appropriate in the Board approving registration statement on Form S-11 that Newco files with the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the CompanySEC.

Access and Information. 6.1.1 Prior to the Closing, the Purchasers shall be entitled to make or cause to be made such investigation of the Consolidated Companies, including environmental testing, including the testing of soil, water and air and other samples, and the financial and legal condition thereof, as each of the Purchasers deems necessary or advisable, and the Corporations and the Sellers shall cooperate with any such investigation; provided, however, in the case of any such environmental testing on properties leased to any of the Consolidated Companies or their Affiliates, such testing shall be conducted, if at all, subject to the terms of the applicable lease. In furtherance of the foregoing, but not in limitation thereof, the Sellers and the Corporations shall (a) Between permit the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser, its affiliates Purchasers and their respective authorized agents and representatives (including, without limitation, accountants, legal counsel or cause them to be permitted to have full and consultants), at all reasonable times, complete access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitmentsthe premises, books and records of the Consolidated Companies upon reasonable not ice during regular business hours, (b) furnish or pertaining cause to be furnished to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) Purchasers such financial and operating data data, projections, forecasts, business plans, strategic plans and other information with respect data relating to the respective businesses and properties of Consolidated Companies as the Company and its subsidiaries as Purchaser may Purchasers shall request from time to time reasonably request, and (iic) a copy cause their accountants (subject to the execution of each material reportsuch documents as shall be reasonably requested by such accountants) to furnish to the Purchasers and the Purchasers' accountants access to all work papers relating to the Consolidated Companies for any of the periods covered by any financial statements delivered to the Purchasers pursuant to this Agreement. Prior to the Closing, schedule the Purchasers shall not (and other document filed or received shall cause their Subsidiaries not to) use any information obtained pursuant to this Section 6.1 for any purpose unrelated to the transactions described in this Agreement, except to the extent required by law. Except with respect to publicly available documents, in the event that this Agreement is terminated, th e Purchasers will deliver to the Parent Seller all documents obtained by the Company Purchasers from the Consolidated Companies or the Sellers in confidence and any copies thereof in the possession of the Purchasers or their agents and representatives or, at the option of the Purchasers, the Purchasers shall cause all of such documents and all of such copies to be destroyed and the Purchasers shall certify the destruction thereof to the Corporations and the Sellers. 6.1.2 No investigation by either party of the other heretofore or hereafter made shall modify or otherwise affect (a) any representations and warranties of the Corporations or the Sellers on the one hand, or of the Purchasers on the other hand, made pursuant to the requirements of applicable securities laws or the NASD; PROVIDEDthis Agreement, HOWEVER, that, between the date hereof which representations and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which warranties shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact survive any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities investigation to the Company extent provided herein, or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) Prior the conditions to the execution and delivery of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions obligations of the Board approving Purchasers or the execution, delivery and performance of Sellers to consummate the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Companyhereby.

Access and Information. (a) Between From the date of hereof to the Closing Date or as otherwise provided in this Agreement and the Effective TimeAgreement, subject to existing confidentiality obligations owed to third parties, the Company will give, and each of the Company Subsidiaries shall direct give to the Parent and its accountants and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)reasonable access, at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitmentsthe properties, books and records and personnel of or pertaining the Company and the Company Subsidiaries and shall furnish such information and documents in its possession relating to the Company and its subsidiariesthe Company Subsidiaries as the Parent may reasonably request, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information including with respect to operational developments and the respective businesses general status of ongoing operations; provided that the Parent shall not be entitled to any such access, information or documents that would interfere unreasonably with the conduct of the business of the Company or the Company Subsidiaries or that could, in the good faith opinion of the Company, result in the loss of attorney-client privilege with respect to any such information or documents. All such information and properties documents obtained by the Parent shall be subject to the terms of the Confidentiality Agreement, dated as of September 7, 2005 (the "Confidentiality Agreement"), between an Affiliate of the Parent and the Company, provided that the terms of the Confidentiality Agreement shall be binding upon the Parent and the Sub, and all requests for and provision of such information and documents shall be made through and coordinated by the Company. (b) Parent and Sub shall cause the Company, following the Closing, to reasonably cooperate with Holders (with any reasonable out of pocket expenses to be borne by Holders) in connection with any inquiries or investigations by Holders, any governmental agency or other regulatory authority, or any litigation of any kind, involving the business of the Company and its subsidiaries as Purchaser may from time relating to time reasonably request, matters occurring prior to the Closing. Parent and (ii) a copy of each material report, schedule and other document filed or received by Sub shall cause the Company pursuant to maintain, for the requirements of applicable securities laws or five year period following the NASD; PROVIDEDClosing, HOWEVERa complete and accurate set, thatin all material respects, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officerand its subsidiaries' records (electronic and hardcopy), (i) contact any employee in existence as of the Closing, which may be relevant to the investigations, litigations or other regulatory matters existing as of the Closing Date, provided, that after such period, the Parent and Sub shall cause the Company, prior to the destruction or other disposition of any such records, to provide notice to and afford the Holders a reasonable opportunity to copy such records, at such Holder's expense. Parent and Sub shall cause the Company to afford promptly to each Holder and its agents reasonable access, during normal business hours and upon reasonable notice, to such records (except to the extent such records have been destroyed by the Company in compliance with the proviso in the preceding sentence), and to furnish copies thereof which such Holder or its agents reasonably requests in connection with any of its subsidiaries directlysuch matters, provided that any such contact is for informational purposes only and does access by any such Holder or its agents shall not unreasonably interfere with such employee's ongoing responsibilities to the conduct of the business of the Company. Parent and Sub shall cause the Company or any of to afford promptly to each Holder and its subsidiaries, and (ii) have agents reasonable access to the Company's employees, who shall be available for interviews and/or depositions in connection with any such inquiries, investigations or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedlitigations. (b) Prior to the execution and delivery of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. Subject to Section 6.4, Seller shall, and Seller shall cause the Company to afford to Buyer and its employees, accountants, actuaries, consultants, legal counsel, agents and other representatives (acollectively, the “Buyer Representatives”) Between reasonable access, at Buyer’s sole cost and expense, at reasonable times during normal business hours to the officers, employees, agents, properties, offices and other facilities of the Company and to the books and records thereof and furnish promptly to Buyer and the Buyer Representatives such information concerning the business, properties, Contracts, records and personnel of the Company and the Company Subsidiaries (including financial, marketing, operating and other data and information) as may be reasonably requested, from time to time, by Buyer. Notwithstanding anything to the contrary contained herein, Buyer shall (i) provide Seller with reasonable advance notice of any request for access pursuant to this Section 6.3, (ii) not contact any customer, supplier, employee or other business partner of Seller, the Company or any Company Subsidiary without Seller’s prior consent thereto in writing (which consent shall not unreasonably be withheld, conditioned or delayed) and (iii) avoid any undue disruption to the business operations of the Company and the Company Subsidiaries. Seller shall use commercially reasonable efforts to provide Buyer at least five days prior to the Closing, with the Company’s balance sheet as of July 4, 2021 and the income statement for the six-month period then ended. Nothing contained in this Agreement shall require the disclosure to or on behalf of Buyer of any bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to those contemplated by this Agreement, nor shall anything contained in this Agreement be construed as requiring the disclosure of any information to or on behalf of Buyer if such disclosure would, as determined by Seller, (w) cause significant competitive harm to any of the Seller, the Company, a Company Subsidiary or any of their respective Affiliates in the event the transactions contemplated hereby are not consummated (x) jeopardize any attorney-client or other legal privilege, (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement and (including any confidentiality agreement to which any of Seller, the Effective TimeCompany, a Company Subsidiary or any of their respective Affiliates may be a party (it being understood that Seller, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, Subsidiaries will permit the foregoing use commercially reasonable efforts to make provide such reasonable inspections information as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with described under (ix) such financial and operating data and other information with respect to the respective businesses and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (iiy) in an alternative manner so as not to jeopardize such privilege, or contravene such Laws, fiduciary duty or binding agreement (including entering into a copy reasonable joint defense agreement)) or (z) contravene any obligation of each material report, schedule and other document filed secrecy or received by the Company pursuant confidentiality to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedGovernmental Entity. (b) Prior to the execution and delivery of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between the date of So long as this Agreement and the Effective Time---------------------- remains in effect, the Company Seller will give(and will cause each other member of the Seller Group, and shall direct each of the Representatives of or to any member of the Seller Group, to) give the Buyer and its accountants and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all Representatives full access during reasonable times, access as reasonably requested business hours to all offices and other facilities and to all of such Person's respective properties, assets, books, contracts, agreements, commitments, books reports and records of or pertaining relating to the Company and its subsidiariesthe Purchased Equipment, will permit the foregoing and furnish to make them all such reasonable inspections as they may require documents, records and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information with respect to the respective businesses Purchased Equipment and properties the properties, assets and business of the Company and its subsidiaries copies of any work papers relating thereto as Purchaser may the Buyer shall from time to time reasonably request. In addition, the Seller will, and (ii) a copy will cause each member of the Seller Group to, permit the Buyer and its Representatives, reasonable access during reasonable business hours to each material reportmember of the Seller Group, schedule the Company's lenders, customers and suppliers, other Persons with whom the Company does or has done business, and other document filed Representatives or received by other personnel of any member of the Seller Group, as may be necessary or useful to the Buyer in its judgement in connection with its review of the Purchased Equipment and the properties, assets and business of the Company pursuant and the above-mentioned documents, records and information. The Seller will, and will cause each member of the Seller Group to, keep the Buyer generally informed as to all matters relating to the requirements of applicable securities laws Purchased Equipment or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) business of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) Prior The Seller will, and will cause each other member of the Seller Group (other than the Company after the Closing) to, retain all books and records relating to the execution Purchased Equipment and delivery of this Agreementthe Company in accordance with the Seller's record retention policies as presently in effect. During the seven- year period beginning on the Closing Date, the Company Seller shall have delivered not dispose of or permit the disposal of any such books and records not required to Purchaser a copy of duly adopted resolutions of be retained under such policies without first giving 60 days' prior written notice to the Board approving Buyer offering to surrender the execution, delivery and performance of same to the Company Transaction Documents, Buyer at the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the CompanyBuyer's expense.

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser, Purchaser and its affiliates and their respective authorized representatives (including, without limitation, accountantsits financial advisors, accountants and legal counsel and consultantscounsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the respective businesses business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDEDprovided, HOWEVERhowever, that the Company, its legal counsel and other authorized representatives shall not be required to disclose any information protected under attorney-client or attorney work-product privilege; and provided further that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's ’s Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ’s ongoing responsibilities to the Company or any of its subsidiariesCompany, and (ii) have access to the Company's or any of its subsidiaries' ’s offices and facilities, ; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives Purchaser shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' ’s offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's Purchaser’s ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. Notwithstanding the foregoing, the treatment of such information and documentation shall remain subject to the confidentiality agreement between Parent and the Company, dated September 9, 2005, as may be amended, modified or supplemented from time to time (the “Confidentiality Agreement”), and Purchaser and its authorized representatives shall not conduct any environmental sampling. (b) Prior The Chief Financial Officer of the Company shall deliver to Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (i), (ii), (iii) and (iv) on Annex A hereto. The chief executive officer of the Company shall deliver to Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) The Company, Purchaser, Parent (on its own behalf and on behalf of PWJ Lending and PWJ Funding as their managing member), Xxxxxxxx and Holdco agree that the Purchase Agreement will terminate effective upon the execution and delivery of this AgreementAgreement by the parties hereto, the Company shall have delivered to Purchaser a copy of duly adopted resolutions except for such provisions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified Purchase Agreement that survive any termination by the Secretary of the Companytheir terms.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement in accordance with Section 8.1 or the Closing Date (the “Interim Period”), subject to Section 5.11, each of the Company will Target Companies and Merger Sub shall give, and shall direct cause its accountants and legal counsel Representatives to give, Purchaser, SPAC and its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)Representatives, at all reasonable timestimes during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsproperties, agreements, commitmentsContracts, books and records of or pertaining to the Company and its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other similar information with respect to the respective businesses (including Tax Returns, internal working papers, client files, client Contracts and properties director service agreements) of the Company Target Companies and Merger Sub as SPAC or its subsidiaries as Purchaser Representatives may from time to time reasonably requestrequest regarding the Target Companies, Merger Sub and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (ii) including unaudited balance sheets and income statements, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the Representatives of the Target Companies and Merger Sub to reasonably cooperate with SPAC and its Representatives in their investigation, and, except as provided in Section 5.11, the Target Companies and Merger Sub are not required to produce new reports or information that otherwise are not already in existence; provided, however, that SPAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies or Merger Sub; provided, further, that such access may be limited to the extent any of the Target Companies or Merger Sub reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Target Companies or Merger Sub. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, the business or the transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the requirements terms of applicable securities laws or the NASD; PROVIDEDa confidentiality agreement with a third party, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's disclosure of which would violate any applicable Law or any (iii) the disclosure of its subsidiaries' offices and facilitieswhich would constitute a waiver of attorney-client, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company attorney work product or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedother legal privilege. (b) Prior During the Interim Period, subject to the execution Section 5.11, SPAC shall give, and delivery of this Agreementshall cause its Representatives to give, the Company shall have delivered Company, Merger Sub and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to Purchaser all offices and other facilities and to all properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of SPAC or its Subsidiaries, as the Company, Merger Sub or their respective Representatives may reasonably request regarding SPAC, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of duly adopted resolutions each material report, schedule and other document filed with or received by or from a Governmental Authority, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if such financial statements or other documents already exist) and cause each of the Board approving the execution, delivery and performance of SPAC’s Representatives to reasonably cooperate with the Company Transaction Documentsand Merger Sub and their respective Representatives in their investigation; provided, however, that the OfferCompany and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC or any of its Subsidiaries; provided, further, that such access may be limited to the Merger extent SPAC or its Subsidiaries reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of SPAC or its Subsidiaries. Notwithstanding the foregoing, SPAC shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other transactions contemplated hereby and thereby, certified by the Secretary of the Companylegal privilege.

Access and Information. (a) Between From the date of this Agreement hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the Effective Timeattorney-client privilege), the Company will givetrade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller shall direct afford Buyer and its accountants Representatives reasonable access, during normal business hours, to the books and legal counsel to giverecords, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and properties of the Company, furnish to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make Buyer such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such additional financial and operating operational data and other information with respect to the respective businesses and properties of regarding the Company and its subsidiaries as Purchaser Buyer may from time to time reasonably requestrequest and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any information relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a copy confidentiality obligation or (iv) any information the disclosure of each material reportwhich would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, schedule the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other document filed than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or received other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to the requirements of applicable securities laws this Section 6.1(a) shall be directed to such Person or the NASD; PROVIDEDPersons as may be designated by Seller, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which Buyer shall not be unreasonably withheld directly or delayed) of the Company's Chief Executive Officer, (i) indirectly contact any employee Representative of Seller, the Company or any of its subsidiaries directlytheir respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, provided that such contact is for informational purposes only regulations and does not unreasonably interfere with such employee's ongoing responsibilities to instructions issued by Seller, the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be restricted in any manner in contacting employees subject to the terms and conditions of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedConfidentiality Agreement. (b) Prior From and after the Closing, in connection with any reasonable business purpose (other than in connection with any dispute between Seller or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand), including (i) in response to the execution request or at the direction of a Government Entity, (ii) the preparation of Tax Returns or other documents related to Tax matters and delivery (iii) the determination of any matter relating to the rights or obligations of Seller and its Affiliates under this AgreementAgreement or any other Transaction Document (including matters contemplated by Section 2.4), subject to any applicable Law and any applicable privileges (including the attorney- client privilege) and contractual confidentiality obligations, upon reasonable prior notice, Buyer shall (A) afford Seller and its Representatives reasonable access, during normal business hours, to the books, data, files, information and records of Buyer and its Affiliates (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) and (B) furnish to Seller such additional financial and other information as Seller may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters), in each case to the extent relating to the Company for periods ending on or prior to the Closing Date; provided, however, such information shall be limited to that required or reasonably necessary in connection with such reasonable business purpose and shall be provided at the sole cost and expense of Seller; provided further, however, that such access or request shall not unreasonably interfere with the business or operations of Buyer or any of its Affiliates. (c) For 180 days following the Closing Date, Seller shall coordinate and cooperate fully with Buyer in exchanging such information and providing such assistance, in each case on a timely basis, as Buyer may reasonably request and at the sole cost and expense of Buyer, in connection with the preparation and submission of any reports and filings to Government Entities as required under or pursuant to Environmental Laws. (d) Buyer hereby agrees to defend, indemnify and hold harmless each of the Seller Indemnified Parties from and against any and all Losses attributable to personal injury, death or physical or other property damage, or violation of Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which Buyer or its Representatives associated with the Losses had been informed in advance in writing, to the extent arising out of, resulting from or relating to the actions of Buyer or its Representatives in connection with any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by Buyer or any of its Representatives with respect to the Company and the Company Systems, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES; provided, for the avoidance of doubt, the Company Parties agree that in no event shall have delivered any Seller Indemnified Party be entitled to Purchaser a copy indemnification by Buyer for any Losses arising out of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Companyany preexisting environmental contamination or noncompliance with Environmental Law.

Access and Information. (a) Between During the date period from the Effective Date and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”), subject to Section 8.14, each of the Company, Pubco and Merger Sub (collectively with the Effective TimeTarget Companies, the “Company will Entities”) shall give, and shall direct its accountants and legal counsel cause their respective Representatives to give, Purchaser, JWAC and its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants)Representatives, at all reasonable timestimes during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, agreementsproperties, commitmentsContracts, books and records records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Company Entities as JWAC or its Representatives may reasonably request regarding the Company Entities and its subsidiariestheir respective businesses, will permit the foregoing to make such reasonable inspections as they may require and will cause its officersassets, with reasonable promptnessLiabilities, to furnish Purchaser with (i) such financial and operating data condition, operations, management, employees and other information with respect to the respective businesses aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably requestincome statement, and (ii) a copy of each material report, schedule and other document filed with or received by the Company a Governmental Authority pursuant to the requirements of applicable securities laws Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the Representatives of any Company Entity to reasonably cooperate with JWAC and its Representatives in their investigation; provided, however, that JWAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company Entities. JWAC hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Company Entity regarding any Company Entity, its business or the NASD; PROVIDED, HOWEVER, that, between the date hereof Transactions and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon Ancillary Documents without the prior approval written consent of the Company (which such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company Entities shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, required to provide access to any information (i) contact any employee that is personally identifiable information of the Company or any of its subsidiaries directly, provided that such contact a third party which is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities prohibited from being disclosed pursuant to the Company or any terms of its subsidiariesa written confidentiality agreement with a third party, and (ii) have access to the Company's disclosure of which would violate any Law or any (iii) the disclosure of its subsidiaries' offices and facilitieswhich would constitute a waiver of attorney-client, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company attorney work product or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedother legal privilege. (b) Prior During the Interim Period, subject to the execution Section 8.14, JWAC shall give, and delivery of this Agreementshall cause its Representatives to give, the Company shall have delivered Entities and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to Purchaser all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to JWAC or its Subsidiaries, as the Company Entities or their respective Representatives may reasonably request regarding JWAC, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of duly adopted resolutions each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the Board approving consent or any other conditions required by such accountants, if any) in each case, if the execution, delivery financial statements or other documents already exist) and performance cause each of JWAC’s Representatives to reasonably cooperate with the Company Transaction DocumentsEntities and their respective Representatives in their investigation; provided, however, that the OfferCompany Entities and their Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of JWAC or any of its Subsidiaries. Notwithstanding the foregoing, JWAC shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the Merger and terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other transactions contemplated hereby and thereby, certified by the Secretary of the Companylegal privilege.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement in accordance with Section 8.1 or the Closing (the “Interim Period”), subject to Section 6.15, the Company will shall give, and shall direct cause its accountants and legal counsel Representatives to give, PurchaserSPAC and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to the personnel, properties, Contracts, books and records, financial and operating data and other similar information (excluding Tax Returns and Tax-related information, access to which shall be governed by Section 6.13(b)), of or pertaining to the Company and the Target Companies as SPAC or its affiliates Representatives may reasonably request regarding the Company and the Target Companies and their respective authorized representatives businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Representatives of the Company to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company or any Target Company. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee or other personnel (including, without limitation, accountants, legal counsel and consultantsother than executive officers), customer, supplier, distributor or other material business relation of the Company or any Target Company regarding the Company or any Target Company, their respective businesses or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege. (b) During the Interim Period, subject to Section 6.15, SPAC shall give, and shall cause its Representatives to give, the Company and its Representatives, at all reasonable timestimes during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, agreementsproperties, commitmentsContracts, books and records of or pertaining to the Company and its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other similar information (excluding Tax Returns and Tax-related information, access to which shall be governed by Section 6.13(b)), of or pertaining to SPAC, as the Company or its Representatives may reasonably request regarding SPAC and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of SPAC’s Representatives to reasonably cooperate with respect to the respective businesses and properties of the Company and its subsidiaries Representatives in their investigation; provided, however, that the Company and its Representatives shall conduct any such activities in such a manner as Purchaser may not to unreasonably interfere with the business or operations of SPAC. Notwithstanding the foregoing, SPAC shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from time being disclosed pursuant to time reasonably requestthe terms of a written confidentiality agreement with a third party, and (ii) the disclosure of which would violate any Law or (iii) the disclosure of which would constitute a copy waiver of each material reportattorney-client, schedule and attorney work product or other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedlegal privilege. (b) Prior to the execution and delivery of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between From and after the date hereof until the Closing Date or the earlier termination of this Agreement and the Effective Timepursuant to Section 8.1, the Company will givepermit the Buyer and its representatives, upon reasonable notice, to have reasonable access to the Company’s and its subsidiaries’ members, managers, officers, employees, agents, assets, properties, books, records and documents of or relating to the Business and the Company’s and its subsidiaries’ assets during normal business hours and will furnish to the Buyer such information, financial records and other documents as the Buyer may reasonably request. From and after the date hereof until the Closing Date or the earlier termination of this Agreement pursuant to Section 8.1, the Company will permit the Buyer and its representatives reasonable access to the Company’s and its subsidiaries’ accountants and auditors for consultation or verification of any information obtained by the Buyer and will use its commercially reasonable efforts, and will cause its subsidiaries to use its commercially reasonable efforts, to cause such Persons to cooperate with the Buyer and its representatives in such consultations and in verifying such information. From and after the date hereof until the Closing Date or the earlier termination of this Agreement pursuant to Section 8.1, the Buyer shall direct its accountants not contact suppliers and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records customers of or pertaining to the Company and its subsidiariessubsidiaries without the prior consent of the Seller Representative, will permit the foregoing to make such reasonable inspections as they may require and will cause its officersprovided, with reasonable promptnesshowever, to furnish Purchaser with that (i) such financial the Buyer or its representatives may respond to unsolicited questions from customers and operating data and other information with respect to the respective businesses and properties suppliers of the Company and its subsidiaries as Purchaser may from time to time reasonably requestlong as such responses are consistent with an agreed upon communications plan approved by both the Seller Representative and the Buyer, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which nothing in this Agreement shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted interpreted as limiting in any manner in contacting employees of way the Company or any of Buyer and its subsidiaries or in accessing Affiliates from communicating freely with their customers and suppliers regarding matters other than the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) Prior to the execution and delivery of transactions contemplated by this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between During the period commencing on the date of this Agreement hereof and continuing through the Effective TimeClosing Date, the Company will give, and Shareholder shall direct its accountants and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to cause the Company and its subsidiariesSubsidiaries to afford to Purchaser and to Purchaser's accountants, will permit the foregoing counsel, investment bankers and other representatives, reasonable access to make all of its properties, books, contracts, commitments, records and personnel and, during such reasonable inspections as they may require and will cause its officers, with reasonable promptnessperiod, to furnish Purchaser with (i) such financial and operating data and other information with respect continue to the respective businesses and properties of cause the Company and its subsidiaries Subsidiaries to furnish promptly to Purchaser all information concerning its business, properties and personnel as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) Prior Except to the execution and delivery extent permitted by the provisions of this AgreementSection 7.5 hereof, Purchaser, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the Shareholder shall keep the contents of this Agreement and all other documents and information relating hereto and thereto, or furnished or acquired pursuant to or in connection with, this Agreement and the Schedules hereto, or the transactions contemplated hereby and or thereby, certified confidential; provided, however, that either party may disclose such information: (i) to its parent company or its Subsidiaries, (ii) to its counsel, accountants and auditors, in any case, as and to the extent necessary to enable them to perform their respective services to such party in connection with this Agreement and the transactions contemplated hereby, so long as such Person is informed by the Secretary disclosing party of the Company.confidential nature of the information so disclosed, (iii) in the case of Purchaser, to its stockholders any advisors or prospective financial investors in connection with the financing of this transaction, and (iv) as and to the extent required by applicable law, rule or regulation or policy of any stock exchange; provided, however, that, in connection with such disclosure, the disclosing party shall inform the other parties of such disclosure and shall take all reasonable available measures to protect the confidentiality of such disclosed information. The foregoing, however, shall not preclude any financial investor committed to participate in the financing of the transaction from making disclosure to its stockholders of its financial commitment provided that such disclosure is subject to the prior consent of the Purchaser and the Shareholder, which consent may not be unreasonably withheld. Upon termination of this Agreement prior to the Closing for any reason, each party shall promptly return or destroy all confidential information in writing or in computer format received pursuant to or in connection with this Agreement by another party and, if destroyed, furnish an officer's certificate detailing such destruction to the provider thereof

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of (i) the termination of this Agreement in accordance with Section 7.1, or (ii) the Closing (the “Interim Period”), subject to Section 5.14 and the Confidentiality Agreement, each of the Company will and Merger Sub shall give, and shall direct its accountants and legal counsel to give, Purchaser, its affiliates and cause their respective authorized representatives Representatives to give (includingsubject, without limitationin each instance to (x) compliance with applicable Law, accountants(y) the Company’s desire to maintain attorney-client privilege or other similar rights at its reasonable discretion, legal counsel and consultants(z) the consent of or other conditions required by a Contract counterparty or service provider), VSAC and its Representatives, at all reasonable timestimes during normal business hours and upon reasonable intervals and notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, agreementsproperties, Contracts, commitments, books and records of or pertaining to the Company and its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information with respect (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies as VSAC or its Representatives may reasonably request regarding the Target Companies and their respective businesses businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and properties other aspects (including monthly unaudited financial statements) and cause each of the Representatives of the Company and Merger Sub to reasonably cooperate with VSAC and its subsidiaries Representatives in their investigation; provided, however, that VSAC and its Representatives shall conduct any such activities in such a manner as Purchaser not to unreasonably interfere with the business or operations of the Target Companies or Merger Sub; provided, further, that such access may be limited to the extent any of the Target Companies or Merger Sub reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Target Companies or Merger Sub. VSAC hereby agrees that, during the Interim Period, it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, the business or the transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from time being disclosed pursuant to time reasonably requestthe terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege; provided that, in each such case of clause (i), (ii) or (iii), the Company will inform VSAC of the same and use commercially reasonable efforts to seek any required consent or implement appropriate procedures to enable the disclosure of such information (including, if applicable, in a manner that does not jeopardize any attorney-client privilege); and provided further, that no information or knowledge obtained by VSAC in any investigation conducted pursuant to the access contemplated by this Section 5.1 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to VSAC hereunder. (b) During the Interim Period, subject to Section 5.13 and the Confidentiality Agreement, VSAC shall give (subject, in each instance to (x) compliance with applicable Law, (y) VSAC’s desire to maintain attorney-client privilege or other similar rights at its reasonable discretion, and (iiz) the consent of or other conditions required by a Contract counterparty or service provider), and shall cause its Representatives to give, the Company, Merger Sub and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to VSAC or its Subsidiaries, as the Company, Merger Sub or their respective Representatives may reasonably request regarding VSAC, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by the Company a Governmental Authority pursuant to the requirements of applicable securities laws Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of VSAC’s Representatives to reasonably cooperate with the NASD; PROVIDED, HOWEVER, that, between the date hereof Company and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates Merger Sub and their respective authorized representatives mayRepresentatives in their investigation; provided, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officerhowever, (i) contact any employee of that the Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of VSAC or any of its subsidiaries directlySubsidiaries; provided, provided further, that such contact access may be limited to the extent VSAC or its Subsidiaries reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of VSAC or its Subsidiaries. Notwithstanding the foregoing, VSAC shall not be required to provide access to any information (i) that is for informational purposes only prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege; provided that, in each such case of clause (i), (ii) or (iii), VSAC will inform the Company of the same and use commercially reasonable efforts to seek any required consent or implement appropriate procedures to enable the disclosure of such information (including, if applicable, in a manner that does not unreasonably interfere with such employee's ongoing responsibilities jeopardize any attorney-client privilege); and provided further, that no information or knowledge obtained by the Company in any investigation conducted pursuant to the access contemplated by this Section 5.1 shall affect or be deemed to modify any representation or warranty of VSAC set forth in this Agreement or otherwise impair the rights and remedies available to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedhereunder. (b) Prior to the execution and delivery of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between From the date hereof until the earlier of the Closing and the date this Agreement and is validly terminated in accordance with Article VIII (such period, the Effective Time“Interim Period”), the Company will give, shall (and shall direct its accountants cause the other Company Entities to): (i) permit Acquiror and legal counsel to giveMerger Sub, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices advisers and other facilities representatives to have reasonable access, during business hours and to all contractsupon reasonable advance written notice, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its Entities’ respective officers, employees, agents, properties and facilities and books and records; provided that they shall conduct any such activities in such a manner as not to interfere unreasonably with reasonable promptnessthe business or operations of the Company Entities, and provided further that in no event shall Acquiror, Merger Sub, or their respective advisers or other representatives be permitted to undertake any intrusive environmental investigation, testing or sampling of any of the properties or facilities; (ii) furnish, or cause to be furnished, to furnish Purchaser with (i) such Acquiror financial and material operating data and other material information with respect to (including Tax information) concerning any Company Entity or the respective businesses business, properties, contracts, assets, liabilities, personnel and properties other aspects of the any Company and its subsidiaries Entity as Purchaser Acquiror may from time to time reasonably requestrequest in writing, subject to applicable Law. Nothing herein shall limit or modify the obligations of the parties set forth in that certain Joint Nondisclosure Agreement, dated September 9, 2020, between KSL Capital Partners Management V, LLC and the Company (the “Confidentiality Agreement”), and (ii) a copy any information provided pursuant to this Section 6.01 shall be subject to the terms and conditions of each material reportthe Confidentiality Agreement. Notwithstanding anything herein to the contrary, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which Entities shall not be unreasonably withheld required to take any action, provide any access or delayed) furnish any information that the Company in good faith reasonably believes after consultation with outside legal counsel would be reasonably likely to cause or constitute a waiver of the Company's Chief Executive Officer, (i) contact attorney-client or other privilege or violate any employee of Contract to which the Company Entity is a party or any of its subsidiaries directlybound, provided that the Parties agree to cooperate in good faith to make alternative arrangements to allow for such contact is for informational purposes only and access or furnishing in a manner that does not unreasonably interfere with such employee's ongoing responsibilities to result in the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees waiver of the Company attorney-client or other privilege or violate any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such accessContract, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedas applicable. (b) Prior to the execution and delivery of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between From the date of this Agreement and until the Effective TimeClosing, the Company will givesubject to applicable Law, Seller shall, and shall direct cause each of its accountants Subsidiaries to, (i) afford Buyer and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives access (including, without limitation, accountants, legal counsel and consultantsincluding representatives of entities providing or arranging financing for Buyer), at all during regular business hours and upon reasonable timesadvance notice, access as reasonably requested to all offices the Business Designated Employees, other employees of Seller and other facilities its Affiliates who perform functions on behalf of or provide services to the Business, and to all contractsthe assets, agreementsbooks, commitmentsproperties, books systems and records of or pertaining Seller and its Affiliates related to the Company Business, the Pre-Signing Restructuring Transactions and its subsidiariesthe Post-Signing Restructuring Transactions and (ii) furnish, will permit the foregoing or cause to make such reasonable inspections as they may require and will cause its officers, with reasonable promptnessbe furnished, to furnish Purchaser with (i) such Buyer any financial and operating data and other information that is available to Seller and its Affiliates with respect to the respective businesses and properties of the Company and its subsidiaries Business as Purchaser may Buyer from time to time may reasonably request. Without limiting the generality of the foregoing, within ten (10) Business Days following the end of each calendar month, Seller shall provide to Buyer the monthly financial information relating to the Business that executive management of the Business has historically prepared for Seller, which shall be substantially in the form of the report previously disclosed to Buyer (and Seller hereby covenants and agrees that such information will continue to be prepared through the Closing). No investigation pursuant to this Section 4.1(a) shall alter any representation or warranty given hereunder by Seller. All requests for information and access made pursuant to this Section 4.1(a) or information provided pursuant to this Section 4.1(a) shall be directed only to such Person or Persons as may be designated by Seller, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities granted to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert extent that conditions to Closing or to the consummation of the Offer have not been satisfiedit would interfere unreasonably with Seller’s business. (b) Prior Following the Closing, upon the request of any other party hereto, Buyer and Seller shall, to the execution extent permitted by Law and delivery confidentiality obligations existing as of the Closing, grant to such other party and its representatives during regular business hours and subject to reasonable rules and regulations of the granting party, the right, at the expense of the non-granting party, to inspect and copy the books, records and other documents in the granting party’s possession to the extent (i) pertaining to any of the historical operations of the Business prior to and as of the Closing or (ii) directly or indirectly acquired or obtained by the granting party as a result of the transactions contemplated by this Agreement (in each case, including books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records). (c) Following the Closing, upon the request of Seller, Buyer shall, to the extent permitted by Law and confidentiality obligations existing as of the Closing, grant to Seller and its representatives during regular business hours and subject to reasonable rules and regulations of the Buyer, the right, at the expense of Seller, to inspect and copy the books, records and other documents in Buyer’s possession for purposes of any disputes or litigation (whether ongoing, threatened or anticipated) arising from or relating to the PSA Disposition Agreement or the transactions contemplated thereby. (d) Buyer agrees to, and to cause its Affiliates (including the Transferred Subsidiaries) to, (i) retain all Transferred Books and Records in existence on the Closing Date, and any other books and records that Buyer directly or indirectly acquires or gains possession of as a result of the transactions contemplated by this Agreement, for not less than seven (7) years following the Closing and thereafter shall retain such books and records in accordance with applicable Law and Buyer’s record retention policies and procedures then-applicable to books and records of Buyer and its Affiliates and (ii) subject to applicable Law, make personnel of Buyer and its Affiliates (including the Transferred Subsidiaries) available to Seller to the extent in each case that such access is reasonably related to any Retained Liabilities, Excluded Assets or Excluded Liabilities or otherwise necessary for Seller to comply with the terms of this Agreement, any Ancillary Agreement or any applicable Law. (e) From the Company date hereof until the Closing, Seller shall, and shall have delivered to Purchaser a copy of duly adopted resolutions cause its Affiliates to, maintain all Transferred Books and Records, including such records of the Board approving the executionTransferred Subsidiaries, delivery in accordance with applicable Law and performance of the Company Transaction Documents, the Offer, the Merger in a manner consistent with Seller’s and the other transactions contemplated hereby its Affiliates’ existing record retention policies and thereby, certified by the Secretary of the Companyprocedures.

Access and Information. (a) Between During the period from the date of this Agreement through the Effective Time: (i) the Company shall, and shall cause its Subsidiaries to, afford Sterling and its accountants, counsel and other representatives full access during normal business hours to the properties, books, contracts, Tax Returns, Reports, commitments and records of the Company and its Subsidiaries at any time, and from time to time, for the purpose of conducting any review or investigation reasonably related to this Agreement or the Merger, and the Company and its Subsidiaries will cooperate fully with all such reviews and investigations provided that Sterling provides the Company with reasonable notice of Sterling's on-site visits and that Sterling does not unreasonably interfere with the business operations of the Company during the course of such visits; and (ii) Sterling shall upon reasonable notice make copies of the Sterling SEC Reports and other information reasonably related to Sterling's operations or financial performance available to the Company and its advisors for purposes of any review or report to the Company Board in evaluating the Merger. (b) During the period from the date of this Agreement through the Effective Time, the Company will give, and shall direct its accountants and legal counsel furnish to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with Sterling (i) such financial and operating data and other information with respect to all Reports which are filed after the respective businesses and properties of date hereof promptly upon the Company and its subsidiaries as Purchaser may from time to time reasonably requestfiling thereof, and (ii) a copy of each material reportTax Return filed by it after the date hereof, schedule and (iii) monthly and other document filed or received interim financial statements in the form prepared by the Company pursuant to for its internal use. During this period, the requirements Company shall notify Sterling promptly of applicable securities laws or any material change in the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee Condition of the Company or any of its subsidiaries directlySubsidiaries. (c) During the period from the date of this Agreement through the Effective Time, provided the Company shall provide Sterling such additional information as Sterling may request from time to time regarding the loans, credit facilities and/or collateral therefor as may be specified by Sterling. The Company shall also make available to Sterling its loan files, correspondence and other records regarding any such specified loans, credit facilities and/or collateral. (d) Notwithstanding the foregoing provisions of this Section 8.1, no investigation by any party hereto made heretofore or hereafter shall affect the representations and warranties of the other parties which are contained herein and each such representation and warranty shall survive such investigation. (e) Sterling agrees that it will keep confidential any information furnished to it by the Company in connection with the transactions contemplated by this Agreement which is reasonably designated as confidential at the time of delivery, except to the extent that such contact is for informational purposes only information (i) was already known to Sterling and does not unreasonably interfere with such employee's ongoing responsibilities to was received from a source other than the Company or any of its subsidiariesSubsidiaries, and directors, officers, employees or agents, (ii) have access thereafter was lawfully obtained from another source or was publicly disclosed by the Company or its agent or representative, or (iii) is required to be disclosed to any Regulatory Authority, or is otherwise required to be disclosed by law. Sterling agrees not to use such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with the transactions contemplated by this Agreement. Upon any termination of this Agreement, Sterling will return to the Company's Company or will destroy all documents furnished Sterling for its review and all copies of such documents made by Sterling. The Company agrees to keep confidential, in accordance with the provisions of this Section 8.1(e), any of its subsidiaries' offices and facilities, and, following information furnished to it by Sterling in connection with the transactions contemplated by this Agreement that is reasonably designated as confidential at the time of first acceptance of Shares delivery. The Company agrees not to use any such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for payment under any purpose other than in connection with the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in transactions contemplated by this Agreement. Upon any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) Prior to the execution and delivery termination of this Agreement, the Company shall have delivered will return to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of Sterling or will destroy all documents containing any such confidential information furnished to the Company Transaction Documents, the Offer, the Merger for its review and the other transactions contemplated hereby and thereby, certified all copies of such documents made by the Secretary of the Company.

Access and Information. (a) Between Buyer acknowledges that Xxxx Xxxxxxxxx has been running the date of this Agreement Company's business heretofore and the Effective Time, the Company will givehas had, and shall direct its accountants and legal counsel continues to givehave, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at full access to substantially all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to information regarding the Company and its subsidiariesBusiness. Hereafter, will Seller shall permit Buyer and its representatives after the foregoing date of execution of this Agreement to make such have reasonable inspections as they may require access, during regular business hours and will cause its officers, with upon reasonable promptnessadvance notice, to furnish Purchaser with (i) such the real property owned or leased by the Company and the Subsidiaries and to the officers of the Company and its Subsidiaries, and shall furnish, or cause to be furnished, to Buyer any financial and operating data and other information that is available with respect to the respective businesses business and properties of the Company and its subsidiaries as Purchaser may Buyer shall from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by PROVIDED that the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which foregoing shall not be unreasonably withheld require Seller to permit any inspection, or delayed) to disclose any information, that in its reasonable judgment would result in the disclosure of the Company's Chief Executive Officer, (i) contact any employee trade secrets of the Company third parties or violate any of its subsidiaries directlySeller's, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiariesthe Subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information obligations with respect to confidentiality if Seller shall have any adverse effect on Purchaser used reasonable best efforts to obtain the consent of such third party to such inspection or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfieddisclosure. (b) Prior In the event of the termination of this Agreement pursuant to Section 8.1, Buyer, at its own expense, shall promptly deliver (without retaining any copies thereof) to Seller, or (at Seller's option) confirm in writing to Seller that it has destroyed, all information furnished to Buyer or its representatives by Seller, the Company, the Subsidiaries or any of their respective agents, employees or representatives as a result hereof or in connection herewith, whether so obtained before or after the execution hereof, and all analyses, compilations, forecasts, studies or other documents prepared by Buyer or its representatives which contain or reflect any such information. Buyer shall at all times prior to the execution Closing Date, and delivery in the event of termination of this Agreement, cause any information so obtained to be kept confidential and will not use, or permit the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the executionuse of, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the such information in its business or in any other transactions manner or for any other purpose except as contemplated hereby and thereby, certified by the Secretary of the Companyhereby.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), subject to Section 6.18, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, the Company will giveshall, and shall direct cause each of its accountants Subsidies and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (includingRepresentatives to, without limitation, accountants, legal counsel give to SPAC and consultants)its Representatives, at all reasonable timestimes during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, agreementsproperties, commitmentsContracts, books and records of or pertaining to the Company and its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other similar information with respect (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, as SPAC or its Representatives may reasonably request regarding the Target Companies and their respective businesses businesses, assets, Liabilities, financial condition, operations, management, employees and properties other aspects and cause each of the Representatives of the Company to reasonably cooperate with SPAC and its subsidiaries Representatives in their investigation; provided, however, that SPAC and its Representatives shall conduct any such activities in such a manner as Purchaser may not to unreasonably interfere with the business or operations of the Target Companies. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party that is prohibited from time being disclosed pursuant to time reasonably requestthe terms of a written confidentiality agreement with a third party, and (ii) a copy the disclosure of each material reportwhich would violate any Law, schedule and (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other document filed legal privilege or received by the Company pursuant (iv) that is directly related to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof negotiation and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) execution of the Company's Chief Executive Officer, Transactions (i) contact any employee of the Company or any of its subsidiaries directly, provided transactions that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities are or were alternatives to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedTransactions). (b) Prior During the Interim Period, subject to Section 6.18, to the execution extent permitted by applicable Law and delivery solely for the purpose of this Agreementfacilitating the consummation of the Transactions, the SPAC Parties shall give, and shall cause their Representatives to give, the Company shall have delivered and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to Purchaser a copy all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of duly adopted resolutions or pertaining to the SPAC Parties, as the Company or its Representatives may reasonably request regarding the SPAC Parties and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Board approving the execution, delivery and performance Representatives of the SPAC Parties to reasonably cooperate with the Company Transaction Documentsand its Representatives in their investigation; provided, however, that the Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC. Notwithstanding the foregoing, the OfferSPAC Parties shall not be required to provide access to any information (i) that is personally identifiable information of a third party that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege, or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions). (c) All information provided pursuant to this Section 6.1 shall be subject to the Confidentiality Agreement effective as of August 16, 2024, by and between SPAC and the Company (as amended from time to time, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company“Confidentiality Agreement”).

Access and Information. Prior to the Closing, the Purchaser has made and shall be entitled to make or cause to be made such investigations of the Seller, and the financial and legal condition of the Purchased Assets, as the Purchaser deems necessary or advisable, and the Seller has cooperated and shall cooperate with any such investigations. Without limiting the generality of any other terms and provisions of this Section 7.1, (a) Between the date Seller has provided a copy of this Agreement the preliminary title report on the real property with respect to the real property comprising part of the Facilities and the Effective TimePurchased Assets; (b) APT has audited and shall be entitled to audit and confirm further the status of the finished inventory, the Company will giveparts, work-in-process, and shall direct its accountants purchase orders of the Seller, to review the Seller’s standard warranty and legal counsel warranty claims history and expense, to givecorrelate between the list of assets to be purchased and the assets physically present at the Facilities, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contractscheck the assignability of contracts that are material to Seller’s business and which are part of the Purchased Assets; and (c) the Seller has provided a list of Proprietary Rights to APT. In furtherance of the foregoing, agreementsbut not in limitation thereof, commitmentsprior to the Closing Date the Seller shall permit the Purchaser and its agents and representatives or cause them to be permitted to have full and complete access to the premises, books and records of or pertaining to the Company Seller upon reasonable notice during regular business hours and its subsidiaries, will permit the foregoing to make shall furnish such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such existing financial and operating data data, projections, forecasts, and other information with respect data relating to the respective businesses and properties of Seller as the Company and its subsidiaries as Purchaser may shall reasonably request from time to time reasonably requestrelating to the truth of representations or warranties, and (ii) a copy and/or performance of each material reportcovenants or conditions provided in this Agreement. Prior to the Closing, schedule and other document filed or received by the Company Purchaser shall not use any information obtained pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares this Section 7.1 for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or purpose unrelated to the consummation of the Offer have transactions contemplated by this Agreement and, if such transactions are not been satisfied. consummated, it will hold all information and documents obtained pursuant to this Section 7.1 in confidence in accordance with the Non-Disclosure Agreement dated December 14, 2001 between Microsemi and APT (b) Prior “Non-Disclosure Agreement”), unless and until such time as such information or documents otherwise become publicly available or as it is advised by legal counsel that any such information or document is required by law to be disclosed. In the event that this Agreement is terminated, the Purchaser will deliver to the execution Seller all documents so obtained by it and delivery any copies thereof in possession of this Agreementthe Purchaser or its agents and representatives or, at the option of the Purchaser, the Company Purchaser shall have delivered cause all of such documents and all of such copies to Purchaser a copy of duly adopted resolutions of be destroyed and shall certify the Board approving destruction thereof to the execution, delivery and performance of Seller. Upon the Company Transaction DocumentsClosing, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the CompanyNon-Disclosure Agreement shall be terminated automatically pursuant to this Section 7.1.

Access and Information. (a) Between From the date hereof until the Closing, each of the Company and the Seller shall, and shall cause the Company's officers, directors, employees and agents to, afford to the Purchaser and its officers, directors, employees, counsel, accountants, advisors, representatives and agents access to the officers, employees, agents, customers, suppliers, properties, offices and other facilities, and to the Company's Books and Records (including, without limitation, Returns and work papers of its independent auditors) and Commitments, and shall furnish the Purchaser and such others all financial, operating, technical and other data and information which the Purchaser, through its officers, employees, representatives or agents, may from time to time reasonably request. (b) Without limiting the generality of the foregoing, the Purchaser shall have the right to (i) inspect records, reports, permits, applications, monitoring results, studies, correspondence data and any other information or documents relevant to Environmental Matters, (ii) inspect all buildings and equipment at the Owned and Leased Real Properties, and (iii) conduct tests of the soil surface or subsurface waters at, in, on, beneath or about the Owned and Leased Real Properties as may be recommended by an environmental consultant engaged by the Purchaser; provided that in each case, such tests and inspections shall be conducted only (x) during regular business hours and upon reasonable notice and (y) in a manner that will not unduly disrupt or interfere with the operation of the business of the Company. (c) In connection with the continuing operation of the business of the Company between the date of this Agreement and the Effective TimeClosing, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser, its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at use all reasonable times, access as reasonably requested best efforts to all offices consult in good faith on a regular and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, frequent basis with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information with respect to the respective businesses and properties representatives of the Company Purchaser to report material operational developments and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) the general status of ongoing operations. The Seller acknowledges that any such consultation shall not constitute a copy of each material report, schedule and other document filed or received waiver by the Company pursuant to Purchaser of any rights it may have under this Agreement and that the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which Purchaser shall not be unreasonably withheld have any liability or delayed) of the Company's Chief Executive Officer, (i) contact responsibility for any employee actions of the Company or any of its subsidiaries directlyofficers, provided that directors, employees, agents or Affiliates with respect to matters which are the subject of such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedconsultations. (b) Prior to the execution and delivery of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser, Purchaser and its affiliates and their respective authorized representatives (including, without limitation, accountantsits financial advisors, accountants and legal counsel and consultantscounsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the respective businesses business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiariesCompany, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, ; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives Purchaser shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of (i) the termination of this Agreement in accordance with Section 7.1, or (ii) the Closing (the “Interim Period”), subject to Section 5.14 and the Confidentiality Agreement, each of the Company will and Merger Sub shall give, and shall direct its accountants and legal counsel to give, Purchaser, its affiliates and cause their respective authorized representatives Representatives to give (includingsubject, without limitationin each instance to (x) compliance with applicable Law, accountants(y) the Company’s desire to maintain attorney-client privilege or other similar rights at its reasonable discretion, legal counsel and consultants(z) the consent of or other conditions required by a Contract counterparty or service provider), PHP Ventures and its Representatives, at all reasonable timestimes during normal business hours and upon reasonable intervals and notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, agreementsproperties, Contracts, commitments, books and records of or pertaining to the Company and its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information with respect (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies as PHP Ventures or its Representatives may reasonably request regarding the Target Companies and their respective businesses businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and properties other aspects (including unaudited quarterly financial statements) and cause each of the Representatives of the Company and Merger Sub to reasonably cooperate with PHP Ventures and its subsidiaries Representatives in their investigation; provided, however, that PHP Ventures and its Representatives shall conduct any such activities in such a manner as Purchaser not to unreasonably interfere with the business or operations of the Target Companies or Merger Sub; provided, further, that such access may be limited to the extent any of the Target Companies or Merger Sub reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Target Companies or Merger Sub. PHP Ventures hereby agrees that, during the Interim Period, it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, the business or the transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from time being disclosed pursuant to time reasonably requestthe terms of a Contract or confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege; provided that, in each such case of clause (i), (ii) or (iii), the Company will inform PHP Ventures of the same and use commercially reasonable efforts to seek any required consent or implement appropriate procedures to enable the disclosure of such information (including, if applicable, in a manner that does not jeopardize any attorney-client privilege); and provided further, that no information or knowledge obtained by PHP Ventures in any investigation conducted pursuant to the access contemplated by this Section 5.1(a) shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to PHP Ventures hereunder. (b) During the Interim Period, subject to Section 5.13 and the Confidentiality Agreement, PHP Ventures shall give (subject, in each instance to (x) compliance with applicable Law, (y) PHP Ventures’ desire to maintain attorney-client privilege or other similar rights at its reasonable discretion, and (iiz) the consent of or other conditions required by a Contract counterparty or service provider), and shall cause its Representatives to give, the Company, Merger Sub and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to PHP Ventures as the Company, Merger Sub or their respective Representatives may reasonably request regarding PHP Ventures and its business, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by the Company a Governmental Authority pursuant to the requirements of applicable securities laws Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of PHP Ventures’ Representatives to reasonably cooperate with the NASD; PROVIDED, HOWEVER, that, between the date hereof Company and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates Merger Sub and their respective authorized representatives mayRepresentatives in their investigation; provided, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officerhowever, (i) contact any employee of that the Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of PHP Ventures or any of its subsidiaries directlySubsidiaries; provided, provided further, that such contact access may be limited to the extent PHP Ventures or its Subsidiaries reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of PHP Ventures. Notwithstanding the foregoing, PHP Ventures shall not be required to provide access to any information (i) that is for informational purposes only prohibited from being disclosed pursuant to the terms of a Contract or confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege; provided that, in each such case of clause (i), (ii) or (iii), PHP Ventures will inform the Company in writing of the same and use commercially reasonable efforts to seek any required consent or implement appropriate procedures to enable the disclosure of such information (including, if applicable, in a manner that does not unreasonably interfere with such employee's ongoing responsibilities jeopardize any attorney-client privilege); and provided further, that no information or knowledge obtained by the Company in any investigation conducted pursuant to the access contemplated by this Section 5.1(b) shall affect or be deemed to modify any representation or warranty of PHP Ventures set forth in this Agreement or otherwise impair the rights and remedies available to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedSub hereunder. (b) Prior to the execution and delivery of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between From and after the date hereof and until the earlier of the termination of this Agreement pursuant to Section 8 and the Effective TimeClosing Date, the Company will giveshall, and shall direct cause its accountants Subsidiaries and legal counsel to givethe Company Representatives to, Purchaser, give Buyer and its affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), including any financial institution providing or proposing to provide financing in connection with the transactions contemplated hereby) reasonable access at all reasonable timestimes and in a manner as to not materially interfere with the normal business of the Company or any of its Subsidiaries to the properties, access as reasonably requested to all offices books, records, assets, data, documents, personnel, tax returns, title reports, insurance policies and surveys and other facilities information of the Company and its Subsidiaries and to all contracts, agreements, commitments, books furnish such information and records of or pertaining documents in its possession relating to the Company and its subsidiariesSubsidiaries as Buyer (or any financial institution providing or proposing to provide financing in connection with the transactions contemplated hereby) may reasonably request from time to time, will permit provided that neither Buyer nor any financial institution providing or proposing to provide financing in connection with the foregoing transactions contemplated hereby shall be entitled to make such reasonable inspections as they may require access any properties of the Company or any Subsidiary for the purpose of conducting any environmental audit or assessment without the prior written consent of the Company. The Company further agrees to furnish, and will to cause its officersSubsidiaries and the Company Representatives to furnish, Buyer and its representatives (including any financial institution providing or proposing to provide financing in connection with reasonable promptness, to furnish Purchaser the transactions contemplated hereby) with (i) such financial and operating data and other information which the Company or any Subsidiary has reasonably available with respect to the respective businesses Company’s and properties of each Subsidiary’s business, properties, assets and financial and legal condition as Buyer or its representatives (including any financial institution providing or proposing to provide financing in connection with the Company and its subsidiaries as Purchaser transactions contemplated hereby) may from time to time reasonably request. All such access, information and (ii) a copy of each material report, schedule documents obtained by Buyer and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates Affiliates and their respective authorized representatives may, upon Representatives (as defined in the prior approval (which Confidentiality Agreement) shall not be unreasonably withheld or delayed) subject to the terms of the Non-Disclosure Agreement, dated as of November 29, 2006 (as amended, the “Confidentiality Agreement”), between Parent and the Company's Chief Executive Officer, (i) contact any employee . Buyer hereby agrees that the provisions of the Confidentiality Agreement will apply to all properties, books, records, data, documents relating to the Company and its Subsidiaries provided to Buyer or its Affiliates or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability Representatives pursuant to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) Prior to the execution and delivery of this Agreement, the Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of the Company Transaction Documents, the Offer, the Merger and the other transactions contemplated hereby and thereby, certified by the Secretary of the Company.