Common use of Access and Investigation Clause in Contracts

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: (a) provide the Representatives of Parent with reasonable access during normal business hours to its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as hereof through the Closing of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time Merger (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Company and Subsidiaries to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Companies; and (b) provide the Parent and Parent’s Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such Entity additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its Subsidiaries as reasonably requested by Parentreasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and Parent shall each promptly provide the other with copies of any notice, report or other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or sent satisfy in any material respect any covenant, condition or agreement to any Governmental Body on behalf be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the Target Companies conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Purchaser Acquisition Co. Nothing in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein this Section 5.1 shall require the Company to provide Parent or Parent to disclose Acquisition Co. with any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior relating to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreementan Alternative Transaction Proposal.

Access and Investigation. During The Seller shall give the period commencing on Purchaser and its representatives (including the date of this Agreement Purchaser’s accountants, counsel, consultants, employees, and ending such other representatives as the Purchaser may designate from time to time) and representatives of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)Purchaser’s financing sources, upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: (a) provide the Representatives of Parent with reasonable access during normal business hours and without unreasonable interference with the operation of the Business, full access to its Representatives and assets and to all existing the Owned Real Property, the Leased Real Property, Contracts, Purchased Assets, books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent with such copies affairs of the existing booksSeller, provided that the Purchaser will not (i) be permitted to conduct subsurface testing on any Owned Real Property or Leased Real Property, (ii) influence or control, or seek to influence or control, customer pricing decisions by the Business’ management or (iii) control or direct the business operations of the Business prior to the Closing Date. From the date hereof and up to and including the Closing Date, the Seller shall and shall cause members of the Seller Group and its and their respective officers and employees to furnish to the Purchaser all documents, records, Tax Returnsand information (and copies thereof) related to the Business and the Purchased Assets as the Purchaser or its representatives may reasonably request. The Seller shall provide the Purchaser and its representatives access to the Employees to the extent necessary to permit the Purchaser to comply with its obligations under Article 10. From the date hereof and following the Closing Date, work papers the Seller shall use its reasonable best efforts to provide the Purchaser, and shall exercise the Seller’s rights under the Alcan Transaction Document to cause Rio Tinto to provide the Purchaser, such financial and other documents and information relating as is reasonably required by the Purchaser to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting enable the generality Purchaser to prepare (i) unaudited statements of any operations of the foregoingBusiness for the three months ended March 31, 2010 and 2009 (or other interim periods during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Eventthese periods which may be required), (ii) audited statements of (A) the Company assets acquired and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged liabilities assumed pursuant to this Section 4.1 shall be subject Agreement as at December 31, 2009 and 2008 and (B) revenues and direct expenses attributable to the Confidentiality AgreementBusiness for each of the three years in the period ended December 31, 2009 and (iii) footnotes to the financials thereto, all of (i) - (iii) being prepared in adequate detail to meet Purchaser’s SEC reporting requirements.

Access and Investigation. During Subject to the Confidentiality Agreement, during the period commencing on the date of this Agreement Date and ending as of on the earlier of (a) the Acceptance Time and (b) the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 7.1 (such period being referred to herein as the “Pre-Closing Interim Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: (ai) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours to the Company’s and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives and assets and to all existing with such copies of the books, records, Tax Returns, work papers papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such Entity additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its Subsidiariesor its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, in each case as reasonably requested by Parent; and (b) that the Company shall use commercially reasonable efforts during the Interim Period to provide the Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality redacted versions of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except documents withheld in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection accordance with the Merger foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or any (C) result in loss of legal protection, including the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or contravene any applicable Legal Requirement or binding to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement entered into prior in customary form, to external counsel for Parent to the date extent reasonably required for the purpose of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreementcomplying with applicable Antitrust Laws.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “"Pre-Closing Period”"), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) provide the Parent and Parent's Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) provide the Parent and Parent's Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations as Parent may reasonably request. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations to, permit Parent's senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company's financial statements and the internal controls of the Acquired Corporations to discuss such Entity matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and its Subsidiaries as reasonably requested by Parentthe rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period Period: (but i) the Company shall promptly provide Parent with copies of: (A) upon the request of Parent, unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows; and (B) subject to applicable Legal RequirementsAntitrust Laws, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser Acquired Corporations in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order Transactions; and (ii) subject to permit a review thereof. Nothing herein applicable Antitrust Laws, Parent shall require promptly provide the Company or the Company's Representatives with copies of any material notice, report or other document filed with or sent to any Governmental Body on behalf of Parent to disclose or Merger Sub in connection with the Merger or any information if, under of the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreementother Contemplated Transactions.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of through the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Effective Time (the “"Pre-Closing Period”"), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) provide the Parent and Parent's Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) provide the Parent and Parent's Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such Entity additional financial, operating and its Subsidiaries other data and information regarding the Acquired Corporations, as Parent may reasonably requested by Parentrequest. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Period, the Company and Parent shall each promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with copies of past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser Acquired Corporations in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of transactions contemplated by this Agreement; provided that and (v) any material notice, report or other document received by any of the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality AgreementAcquired Corporations from any Governmental Body.

Access and Investigation. (a) During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)hereof, upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: (ai) provide the Representatives of Parent with reasonable access during normal business hours to its Representatives and assets and to all existing Contracts (subject to confidentiality obligations), books, records, Tax Returns, work papers and other documents and information relating to such Entity the Company or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent with such copies of the existing Contracts (subject to confidentiality obligations), books, records, Tax Returns, work papers and other documents and information relating to such Entity the Company and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, and subject to Section 6.04(b), during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Period, the Company and Parent shall each promptly each, at least two Business Days prior to the filing thereof, provide the other with copies of any notice, report or other document proposed to be filed with or sent to any Governmental Body on behalf of any of the Target Companies Symyx Corporations or Parent or Purchaser Merger Sub in connection with the Merger or any of the other Contemplated Transactions a reasonable time Transactions. (b) During the Pre-Closing Period, the Company shall promptly notify Parent in advance writing of any event, condition, fact or circumstance that would reasonably be expected to make the timely satisfaction of any of the filing conditions set forth in Article 7 impossible or sending unlikely or that has had or would reasonably be expected to have or result in a Company Material Adverse Effect. Without limiting the generality of such document in order to permit a review thereof. Nothing herein shall require the foregoing, the Company shall promptly advise Parent in writing of any material Legal Proceeding or material claim threatened, commenced or asserted against or with respect to any of the Symyx Corporations. No notification given to Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 5.01(b) shall be subject to limit or otherwise affect any of the Confidentiality representations, warranties, covenants or obligations of the Company contained in this Agreement.

Access and Investigation. During Subject to the Confidentiality Agreement, during the period commencing on the date of this Agreement Date and ending as of on the earlier of (i) the Effective Time and (ii) the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 7.1 (such period being referred to herein as the “Pre-Closing Interim Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: (aA) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours to its the respective Representatives of the Company and assets each of the Company Subsidiaries, and books, records, Tax Returns, material operating and financial reports, work papers and other documents and information relating to all existing the Company and the Company Subsidiaries; (B) provide Parent and Parent’s Representatives with copies of such books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its the Company and the Company Subsidiaries, in each case and with such additional financial, operating and other data and information regarding the Company and the Company Subsidiaries, as Parent may reasonably requested by Parentrequest; and (bC) provide the Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers permit Parent’s officers and other documents employees to meet, upon reasonable notice and information relating to such Entity during normal business hours, with the chief financial officer and its Subsidiaries as reasonably requested by Parent. Without limiting the generality other officers and managers of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any Company Subsidiaries responsible for the Company’s financial statements and the internal controls of the Target Companies Company to discuss such matters as Parent may reasonably deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto or Purchaser otherwise in connection with the Merger Offer and the Merger. Information obtained by Parent or any Purchaser pursuant to this Section 5.1 will constitute “Evaluation Material” under the Confidentiality Agreement and will be subject to the provisions of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereofConfidentiality Agreement. Nothing herein shall in this Section 5.1 will require the Company or Parent any Company Subsidiary to permit any inspection, or to disclose any information ifinformation, under that in the reasonable advice judgment of counsel, such disclosure would jeopardize the Company would: (x) violate any of its or its Affiliates’ respective obligations with respect to confidentiality; (y) result in a violation of applicable Law; or (z) reasonably be expected to violate or result in a loss or impairment of any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such work product privilege or contravene such Legal Requirements similar legal protection. No information or binding agreements. All information exchanged knowledge obtained by Parent or Purchaser pursuant to this Section 4.1 5.1 shall affect or be subject deemed to affect or modify any representation, warranty, covenant or agreement made by the Confidentiality Company set forth in this Agreement.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause its Subsidiaries and each of their respective Representatives Subsidiaries to: (a) provide the Representatives of Parent the other party with reasonable access during normal business hours to its Representatives personnel, tax and accounting advisers and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by ParentParent or the Company, as the case may be; and (b) provide the Representatives of Parent the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Opnext Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Opnext Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but Period, subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies Opnext Corporations or Parent or Purchaser Merger Sub in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality AgreementTransactions.

Access and Investigation. During the period commencing on From the date of this Agreement and ending as until the earlier to occur of the earlier of the Closing Date or termination of this Agreement Agreement, Parent shall cause the Rodeo Entities to allow Buyer and its Representatives reasonable access, at all reasonable times during normal business hours, upon reasonable notice, to the officers, employees and other personnel, attorneys, accountants, lenders and other representatives, records and files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position and results of operations, or otherwise pertaining to the business, operations, and affairs of the Rodeo Entities and the Business, including inspection of such properties. Notwithstanding the foregoing, neither Rodeo nor any of its Affiliates shall be required to provide any information that (x) it reasonably believes it may not provide to Buyer by reason of Legal Requirements, (y) the disclosure of which would reasonably be expected to jeopardize applicable attorney/client privilege or work product protections; provided that Buyer and Parent shall consider in good faith on a case by case basis whether such privilege or protection may be preserved by entering into a common interest agreement, joint defense agreement or similar arrangement, or (z) it is required to keep confidential by reason of contract or agreement with third parties, provided that in lieu of providing any such contract or agreement Rodeo provides Buyer with a reasonably detailed summary of the material terms thereof. All requests for site visits and related discussions or questions regarding procedures shall be coordinated with the Chief Accounting Officer of Seller, unless such individual directs otherwise, and in no event shall Buyer or anyone on Buyer’s behalf communicate with any past, present or prospective supplier, customer, consultant, creditor, bank or employee of Seller, any Rodeo Entity or the Business, or with any Governmental Entity, concerning or related to the Transactions, unless Parent consents in advance to such communication, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the term “inspection” herein shall not encompass, and neither Buyer nor its Representatives shall be entitled to conduct (except as may be consented to in writing by Parent in its sole discretion), any Phase I review (whether conducted pursuant to applicable ASTM standards or otherwise) or any invasive, surface or subsurface testing or sampling, whether contemplated by any on-site investigation conducted in accordance with Section 7 the current ASTM standards for the conduct of a Phase II on-site investigation or the Acceptance Time (the “Pre-Closing Period”otherwise, including any soil borings, hand borings, geoprobes, test pits or monitoring xxxxx. IN CONNECTION WITH ANY ENVIRONMENTAL DUE DILIGENCE, SUBJECT TO SECTIONS 7.2(d) and 7.2(f)(vii), subject to applicable Legal Requirements BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD PARENT, SELLER, RODEO AND EACH OF THE BUYER-INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES (including attorney-client privilege AS DEFINED IN SECTION 10.2(a)(i) AND BELOW IN THIS SECTION 5.1) ARISING OUT OF OR RELATING TO THE DUE DILIGENCE CONDUCTED BY, BUT ONLY TO THE EXTENT CAUSED BY, BUYER, BUYER’S AFFILIATES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATES’ BEHALF, IN CONNECTION WITH ANY REAL PROPERTY SITE VISITS, REAL PROPERTY SITE INSPECTIONS AND ANY SAMPLING OF ANY ENVIRONMENTAL MEDIA FROM ANY REAL PROPERTY (IF AND TO THE EXTENT SELLER CONSENTS TO SUCH ACTIVITIES). Without limiting the foregoing, for purposes of this Section 5.1, “Damages” includes demands, claims, lawsuits, causes of action, losses, investigations and work product doctrine) other proceedings, and other elements of “Damages” related thereto, brought by or asserted by Rodeos’ customers and the terms owners of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company affected Leased Real Property. Buyer shall, and shall cause its Subsidiaries and each of their respective Representatives to: (a) provide the Representatives of Parent with reasonable access during normal business hours to its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger conduct of the due diligence investigations described in this Section 5.1, comply fully with all rules, regulations, policies and instructions reasonably issued by Parent, Seller or any Rodeo Entity and provided to Buyer regarding such Person’s actions while upon, entering or leaving any Real Property. Buyer shall not, and shall cause its Representatives not to, unreasonably interfere with the day-to-day operations of the other Contemplated Transactions a reasonable time Business in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose conducting any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreementdue diligence activities.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrinea) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the The Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Companies to: (ai) provide the Parent and Parent's Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Companies' Representatives, personnel and assets Assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Companies; and (bii) provide the Parent and Parent's Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such Entity additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; (iii) provide to Parent all information concerning the Acquired Companies' business that Parent reasonably requests and (iv) permit Parent and its Subsidiaries as Representatives to contact customers, suppliers and employees of the businesses of the Acquired Companies. With respect to clause (iv), Parent and the Company shall adopt a protocol reasonably requested by Parentacceptable to both parties pursuant to which Parent and its Representatives will operate in contacting the Acquired Companies' customers, suppliers and employees. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject Company shall furnish promptly to applicable Legal RequirementsParent a copy of each report, schedule, registration statement and other document to be filed by the Company with the SEC, and except in allow Parent and its counsel reasonable opportunity to review and comment on such report, schedule, EXECUTION VERSION registration statement or other document (including any exhibit or amendment thereto) prior to the case of filing thereof with the SEC. No investigation heretofore conducted or conducted pursuant to this Section 5.1(a) shall affect any document relating to any Acquisition Proposal, Superior Offer representation or Triggering Event)warranty made by the parties hereunder. (b) In addition, the Company shall give prompt written notice to Parent, and Parent shall each promptly provide give prompt written notice to the other with copies Company, if it becomes aware of (i) any notice, report representation or other document filed warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect; (ii) the failure by it to comply with or sent satisfy in any material respect any covenant, condition or agreement to any Governmental Body on behalf be complied with or satisfied by it under this Agreement; (iii) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the Target Companies conditions set forth in Annex I or Parent Section 7 impossible or Purchaser in connection with unlikely or that has had or would reasonably be expected to have a Material Adverse Effect or (iv) the commencement of any litigation or Proceeding against or affecting this Agreement, the Offer or the Merger or any of the other Contemplated Transactions which if adversely determined could have a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information ifMaterial Adverse Effect; provided, under the reasonable advice of counselhowever, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion delivery of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged notice pursuant to this Section 4.1 5.1(b) shall be subject not affect the remedies available hereunder to the Confidentiality Agreementparty receiving such notice or the representations or warranties of the parties or the conditions to the obligations of the parties.

Access and Investigation. (a) During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and ensure that each of their respective Representatives tothe other Acquired Companies: (ai) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Companies’ personnel, properties, facilities and assets and to all existing books, records, Tax Returns, Contracts, permits, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Companies; and (bii) provide the Parent and Parent’s Representatives of Parent with such copies of the existing books, records, Tax Returns, Contracts, permits, work papers and other documents and information relating to the Acquired Companies, and with such Entity additional financial, operating and other data and information regarding the Acquired Companies, as Parent may reasonably request; (iii) instruct the employees, counsel, accountants and other Representatives, in each case, as appropriate or relevant, of the Acquired Companies to reasonably cooperate with and make themselves reasonably available to Parent in good faith in connection with the foregoing; and (iv) maintain in operation the electronic data room(s) made available by the Company to Parent and its Subsidiaries Representatives in connection with the Contemplated Transactions and continue to provide Parent and its Representatives with access through such electronic data room(s) to all information contained therein as of the date of this Agreement to the same extent provided prior to the date hereof, and (v) promptly notify Parent of the commencement of any material Legal Proceeding the commencement of which Parent has not previously been notified by the Company or its Representatives and provide periodic briefings at the request of Parent to update Parent at a reasonable level of detail on the status of any material Legal Proceeding or material claim threatened, commenced or asserted against or with respect to any of the Acquired Companies, or any material developments in ongoing material Legal Proceedings of the Acquired Companies, in the case of the foregoing clause (i), (A) upon reasonable advance notice, during normal business hours, in accordance with reasonable procedures established by Parent and the Company and in a manner that does not unreasonably interfere with the normal operation of the business of the Acquired Companies, including any reasonable procedures established by the Acquired Companies in response to the COVID-19 pandemic; (B) as Parent may reasonably requested by request for purposes reasonably related to the Contemplated Transactions; (C) which shall exclude any invasive testing or evaluation, including any Phase II environmental testing; and (D) which shall be at Parent’s sole cost and expense. Without limiting the generality of any generality, in each case of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Period, the Company and Parent shall each promptly provide the other Parent, upon request, with copies of: (x) any written materials or communications sent by or on behalf of the Company to its stockholders; and (y) any notice, report or other document filed with or sent to any Governmental Body Authority on behalf of any of the Target Acquired Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions. (b) Notwithstanding anything in clause (a) of this Section 4.1, no Acquired Company shall be required to afford access or furnish information to the extent that affording such access or furnishing such information would (i) violate applicable Laws; (ii) violate any confidentiality agreement or provision with any third party to which any Acquired Company is a party; (iii) jeopardize the attorney-client privilege, work product doctrine or other legal privilege held by any Acquired Company; or (iv) in the Company’s reasonable judgment, after consultation with in-house or outside legal counsel, constitute inappropriate disclosure of competitively sensitive information, including any Government Contract or Government Bid (provided that, the Company shall use its reasonable best efforts to allow for such access or to furnish such information in a manner that does not violate any such confidentiality agreement or provisions, any applicable Laws or constitute disclosure of competitively sensitive information or does not jeopardize the attorney-client privilege, work product doctrine or other legal privilege). (c) Subject to the terms and conditions herein provided and subject to applicable Laws, the Company shall, and shall cause each of its respective Subsidiaries to, cooperate with Parent and take all reasonable actions requested by Parent to ensure an orderly transition and integration process in connection with the Merger and the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries. (d) All non-public or otherwise confidential information regarding any Acquired Company obtained by Parent or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged its Representatives pursuant to this Section 4.1 shall be subject to kept confidential in accordance with the Confidentiality Agreement.

Access and Investigation. During Subject to the Confidentiality Agreement, during the period commencing on the date of this Agreement Date and ending as of on the earlier of (a) the Closing and (b) the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 7.1 (such period being referred to herein as the “Pre-Closing Interim Period”“), subject to applicable Legal Requirements (including attorney-client privilege Seller and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: (ai) provide the Buyer and its Representatives of Parent with reasonable access during normal business hours upon reasonable advance prior written notice to its Representatives the Company’s and assets and to all existing Seller’s Representatives, properties, books, records, non-income Tax Returns, material operating and financial reports, work papers papers, assets, executive officers, Contracts and other documents and information to the extent relating to such Entity or any of its the Company and the Company Subsidiaries, in each case as reasonably requested by Parent; and (bii) provide the Buyer and its Representatives of Parent with such copies of the existing books, records, non-income Tax Returns, work papers papers, Contracts and other documents and information to the extent relating to the Company and the Company Subsidiaries, and with such Entity additional financial, operating and other data and information to the extent relating to the Company and the Company Subsidiaries, as Buyer may reasonably request. Information obtained by Buyer or its Subsidiaries as reasonably requested by ParentRepresentatives pursuant to this Section 5.1 will constitute “Evaluation Material” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Without limiting Nothing in this Section 5.1 will require Seller, the generality Company or any Company Subsidiary to permit any inspection, or to disclose any information, that in the reasonable judgment of Seller would (A) violate any of Seller’s or its Affiliates’ respective obligations under any confidentiality agreement, (B) result in a violation of applicable Law (including ITAR) or (C) result in loss of legal protection, including the foregoingattorney client privilege and work product; provided in each case that Seller provides Buyer with the basis for withholding such documents and, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Eventclause (A), the Company and Parent if requested by Buyer, uses commercially reasonable efforts to get all requisite approval to make such information available to Buyer. In no event shall each promptly provide the other with copies Buyer, its Affiliates or their respective Representatives contact any customer or supplier of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior Company Subsidiaries with respect to the date Transactions without the prior written consent of this Agreement; provided that the parties shall cooperate to disclose the portion Chief Executive Officer or General Counsel of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality AgreementSeller.

Access and Investigation. (a) During the period commencing on from the date of this Agreement and ending as of until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives and the Acquired Corporations’ Representatives, personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) provide the furnish promptly to Parent and Parent’s Representatives of Parent with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such Entity additional financial, operating and its Subsidiaries other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably requested by request; provided, however, that any such access shall be conducted at Parent. Without limiting ’s expense, under the generality supervision of any appropriate personnel of the foregoingCompany, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period (but subject to applicable Legal RequirementsPeriod, the Company shall, and except shall cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the case combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any document relating to any Acquisition Proposal, Superior Offer or Triggering Eventaction described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated November 12, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall each promptly provide the other with copies of not, and shall cause their respective Representatives not to, contact any notice, report customer or other document filed with or sent to any Governmental Body on behalf of any vendor of the Target Companies or Parent or Purchaser Company in connection with the Merger Mergers or any of the other Contemplated Transactions a reasonable time in advance transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality AgreementCompany.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of through the earlier of the Effective Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 8.1 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company Acquired Corporations shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Corporations’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) provide the Parent and Parent’s Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such Entity additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. During the Pre-Closing Period, the Acquired Corporations shall, and shall cause the Representatives of the Acquired Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer of the Company and other officers of the Acquired Corporations responsible for the Acquired Corporations’ financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its Subsidiaries as reasonably requested by Parentobligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto following the Effective Time. Without limiting the generality of any of the foregoing, during the Pre-Closing Period Period, the Acquired Corporations shall promptly provide Parent with copies of: (but subject i) all material operating and financial reports prepared by the Acquired Corporations for the Company’s senior management, including, if otherwise prepared by the Acquired Corporations, copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of shareholders’ equity and statements of cash flows; (ii) any written materials or communications sent by or on behalf of the Company to applicable Legal Requirementsits shareholders; (iii) any material notice, document or other communication (other than any communication that relates solely to routine commercial transactions and except that is of the type sent in the case ordinary course of business and consistent with past practices) sent by or on behalf of any document relating of the Acquired Corporations to any Acquisition Proposal, Superior Offer party to any Company Contract that constitutes a Material Contract or Triggering Event), sent to any of the Acquired Corporations by any party to any Company and Parent shall each promptly provide the other with copies of Contract that constitutes a Material Contract; (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser Acquired Corporations in connection with the Merger Offer or the Mergers or any of the other Contemplated Transactions a reasonable time in advance Transactions; and (v) any material notice, report or other document received by any of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose Acquired Corporations from any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality AgreementGovernmental Body.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause its Subsidiaries and each of their respective Representatives Subsidiaries to: (a) provide the Representatives of Parent the other party with reasonable access during normal business hours to its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by ParentParent or the Company, as the case may be; and (b) provide the Representatives of Parent the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be. During the Pre-Closing Period, the Company and Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with their respective chief financial officers and other officers responsible for the Company’s and Parent’s financial statements and the internal controls, respectively, to discuss such matters as the Company or Parent may deem necessary or appropriate in order to enable Parent to comply following the Closing with the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without Subject to Section 5.7 and without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Period, the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies API Corporations or Parent or Purchaser the Xxxx Corporations, respectively, in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or the Parent to disclose any information if, under the reasonable advice of counsel, if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement or any non-disclosure or confidentiality agreement entered in the ordinary course of business after the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize to the extent possible without jeopardizing such privilege or contravene contravening such Legal Requirements or binding such agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of Date until the earlier of the Effective Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 9.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company and subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms logistical restrictions or limitations as a result of COVID-19 or any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)COVID-19 Measures, upon reasonable notice the Company and its directors, employees and officers shall, and the Company shall cause direct its Subsidiaries and each other Representatives of their respective Representatives to: the Company, (a) to provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives the Acquired Companies’ officers, employees, other personnel, and assets and to all existing booksbooks and records (provided, recordshowever, Tax Returnsthat any such access shall be conducted at Parent’s sole expense, work papers at a reasonable time, under the supervision of appropriate personnel of the Company and other documents and information relating in such a manner as not to such Entity or any unreasonably interfere with the normal operation of its Subsidiaries, in each case as reasonably requested by Parent; the business of the Company) and (b) provide to furnish to Parent such financial and operating data and other information as Parent may reasonably request, provided, that Parent and its Representatives shall use such access and information solely for the Representatives of Parent with such copies purpose of the existing booksconsummation of the Transactions and post-Closing integration planning or otherwise for purposes of exercising Parent’s rights or remedies under this Agreement. The foregoing notwithstanding, recordsnothing herein shall require the Company to disclose any information to the extent the disclosure of such information would jeopardize any attorney-client or other legal privilege or contravene any applicable Law (including Antitrust Law); provided, Tax Returnsthat the Company shall reasonably cooperate with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto or contravene such applicable Law. No investigation pursuant to this Section 6.1 shall affect, work papers and other documents and information relating or be deemed to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality modify or waive, any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the foregoing, during parties hereto or otherwise limit or affect the Pre-Closing Period (but subject remedies available to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser pursuant to this Agreement. All requests for access pursuant to this Section 6.1 must be directed to the Chief Business Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Purchaser shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Contemplated Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Purchaser acknowledge and agree that any such contact shall be arranged by and with a reasonable time in advance representative of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreementparticipating.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of until the earlier of the Effective Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 8.1 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause its Subsidiaries and each of their the respective Representatives of such Acquired Corporation to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives the Company’s Representatives, personnel, Leased Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the Representatives business of Parent with such the Acquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal RequirementsAcquired Corporations, and except in with such additional financial, operating and other data and information regarding the case Acquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), appropriate personnel of the Company and Parent shall each promptly provide in such a manner as not to unreasonably interfere with the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any normal operation of the Target Companies or Parent or Purchaser in connection with the Merger or any business of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereofapplicable Acquired Corporation. Nothing herein shall require the Company or Parent to disclose any information ifinformation, under that in the reasonable advice good faith judgement of counsel, such disclosure the Company would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Legal Requirement Requirement, fiduciary duty or binding agreement Contract entered into prior to the date of this Agreement; provided that Agreement (including any confidentiality agreement to which the parties shall cooperate Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to disclose the portion make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Legal Requirement, agreement or duty); or (iii) unreasonably disrupt the operations of the Acquired Corporations; provided, further, that information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 described in the foregoing clause (i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the Confidentiality Agreement.extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed

Access and Investigation. (a) During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and ensure that each of the other Inphi Entities and its and their respective Representatives toRepresentatives: (ai) provide the Marvell and Marvell’s Representatives of Parent with reasonable access during normal business hours to its Representatives the Inphi Entities’ personnel, properties and assets and to all existing books, records, Tax Returns, auditor work papers (subject to entering into a customary non-reliance agreement reasonably acceptable to such auditor) and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Inphi Entities; and (bii) provide the Marvell and Marvell’s Representatives of Parent with such copies of the existing books, records, Tax Returns, auditor work papers and other documents and information relating to the Inphi Entities, and with such Entity additional financial, operating and its Subsidiaries other data and information regarding the Inphi Entities, in each case, as Marvell may reasonably requested by Parent. Without limiting request for purposes reasonably related to the generality facilitation or consummation of any of the foregoingContemplated Transactions, in each case, upon reasonable advance notice during normal business hours and in such a manner so as not to unreasonably interfere with the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any normal business operations of the Target Companies or Parent or Purchaser Inphi Entities. Notwithstanding the foregoing: (A) nothing in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein this Section 4.1(a) shall require the Company any Inphi Entity or Parent its Representatives to disclose any information if, under the reasonable advice of counsel, to Marvell or Marvell’s Representatives if such disclosure would jeopardize any attorney-client privilege or contravene violate any applicable Legal Requirement law or binding any confidentiality agreement entered into prior with a third party to which any Inphi Entity is a party as of the date of this Agreement, or jeopardize the attorney-client privilege, work product doctrine or other legal privilege held by any Inphi Entity; provided that the parties shall cooperate and (B) if any Inphi Entity does not provide or cause its Representatives to disclose the portion of provide such access or such information in reliance on clause “(A)” of this sentence, then the Company shall promptly (and in any event within two Business Days after such Inphi Entity determines that it will not provide or cause it Representatives to provide such access or such information) provide a written notice to Marvell stating that it is withholding such access or such information and stating the justification therefor, and shall use commercially reasonable efforts to provide the applicable information in a way that would not violate such law or such confidentiality agreement, or jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to privilege. (b) The Confidentiality Agreement shall remain in full force and effect in accordance with its terms until the Delaware Merger Effective Time, except that the Marvell Entities’ obligations under Sections 7 and 8 thereof shall terminate upon the execution and delivery of this Section 4.1 shall be subject to the Confidentiality Agreement.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as hereof through the Closing of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time Merger (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Company and Subsidiaries to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Companies; and (b) provide the Parent and Parent’s Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such Entity additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its Subsidiaries as reasonably requested by Parentreasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and Parent shall each promptly provide the other with copies of any notice, report or other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or sent satisfy in any material respect any covenant, condition or agreement to any Governmental Body on behalf be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the Target Companies conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement.Acquisition Co.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement in accordance with Section 7 or the Acceptance Time Article 8 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause its Subsidiaries and each of their respective Representatives Subsidiaries to: (a) provide the Representatives of Parent the other party with reasonable access during normal business hours to its Representatives personnel, tax and accounting advisers and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by ParentParent or the Company and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) provide the Representatives of Parent the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be. During the Pre- Closing Period, the Company shall, and shall cause the Representatives of each of the Company Entities to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the Chief Financial Officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Company Entities to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, and shall cause the Representatives of each of Parent to, permit the Company’s senior officers to meet, upon reasonable notice and during normal business hours, with the Chief Financial Officer and other officers of Parent responsible for the Parent’s financial statements and the internal controls of the Parent Entities to discuss such matters as the Company may deem necessary or appropriate in order to enable post-closing management of Parent and the Surviving Corporation to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but Period, subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies Company Entities or Parent or Purchaser Merger Sub in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality AgreementTransactions.

Access and Investigation. (a) During the period commencing on from the date of this Agreement and ending as through the earlier to occur of the earlier of Effective Time and the termination of this Agreement in accordance with Section 7 or the Acceptance Time its terms (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) antitrust laws, data privacy/protection Legal Requirements and regulations relating to the terms exchange of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)information, upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: (a) provide the Representatives of the Acquired Companies to (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Representatives, personnel and assets of the Acquired Companies and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and (ii) provide or make available Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide or make available to Parent with copies of (A) all material operating and financial reports prepared by the Company for the Company’s senior management, including if any (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries and the related unaudited monthly consolidated statements of operations, statements of shareholders’ equity and statements of cash flows, (2) copies of any sales forecasts, marketing plans, development plans, write-off reports, hiring reports and capital expenditure reports prepared for the Company’s senior management, and (3) to the extent not otherwise publicly available in the Company’s filings with the SEC on the SEC website, copies of the audited annual consolidated financial statements of the Company and its consolidated subsidiaries, (B) any written materials or communications sent by or on behalf of the Company to its shareholders, (C) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies to any party to any Acquired Company Contract or sent to any of the Acquired Companies by any party to any Acquired Company Contract (other than any communication that relates solely to commercial transactions between the Company and the other party to any such Acquired Company Contract and that is of the type sent in the ordinary course of business and consistent with past practices), (D) any notice, report or other document filed with or delivered or sent to any Governmental Body in connection with the Merger or any of the other transactions contemplated by this Agreement, and (E) any material notice, report or other document received by any of the Acquired Companies from any Governmental Body. Any investigation conducted pursuant to the access contemplated by this Section 5.1 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Acquired Companies or damage or destroy any material property or assets of the Acquired Companies. (b) During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, Parent shall, and shall cause its Representatives to (i) provide the Company and the Company’s Representatives with reasonable access to Parent’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its SubsidiariesParent, in each case as reasonably requested by Parent; and (bii) provide the Company and the Company’s Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to Parent, and with such Entity additional financial, operating and its Subsidiaries other data and information regarding Parent, as the Company may reasonably requested by Parent. Without limiting request. (c) Nothing in this Agreement shall limit the generality of any confidentiality provisions of the foregoingConfidentiality Agreement dated September 24, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), 2010 between the Company and Parent (the “Confidentiality Agreement”), which provisions shall each promptly provide remain in full force and effect in accordance with their terms. In addition, and without limiting the other with copies of foregoing, Parent agrees that any noticebusiness, report marketing, technical, scientific or other document filed with or sent to any Governmental Body on behalf of any of information disclosed by the Target Acquired Companies or Parent or Purchaser their Representatives in connection with the Merger Merger, which, at the time of disclosure, is designated as confidential (or any like designation) shall be used, disclosed or copied only for the purposes of, and only in accordance with, this Agreement and the consummation of the other Contemplated Transactions Merger. Parent shall use, at a minimum, the same degree of care as it uses to protect its own confidential information of a similar nature, but no less than reasonable time in advance care, to prevent the unauthorized use, disclosure or publication of such confidential information of the filing or sending Acquired Companies. (d) Promptly following the execution of such document in order to permit a review thereof. Nothing herein shall require this Agreement, the Company or Parent to disclose will make available any information ifwritten Acquisition Proposal received by the Company during the period beginning January 1, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to 2010 and ending on the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement.

Access and Investigation. During the period commencing on from the date execution and delivery of this Agreement and ending as of until the earlier of the Effective Time and the valid termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 7.1 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) , provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives the Company’s designated Representatives, properties and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiariesthe Acquired Corporations, in each case as and promptly provide Parent and Parent’s Representatives with all reasonably requested by Parent; and (b) provide information regarding the Representatives of Parent with such copies business of the existing booksAcquired Corporations and such additional financial, records, Tax Returns, work papers operating and other documents data and information relating to regarding the Acquired Corporations, as Parent may reasonably request; provided, however, that any such Entity and its Subsidiaries as reasonably requested by access shall be conducted at Parent. Without limiting ’s expense, at a reasonable time, under the generality supervision of any appropriate personnel of the foregoing, during Acquired Corporations and in such a manner as not to unreasonably interfere with the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any normal operation of the Target Companies or Parent or Purchaser in connection with the Merger or any business of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereofAcquired Corporations. Nothing herein shall require any of the Company or Parent Acquired Corporations to disclose any information if, under the reasonable advice of counsel, to Parent if such disclosure would would, in the Company’s reasonable discretion (after consultation with its outside counsel) and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent to permit disclosure to the extent not prohibited by Legal Requirements) or binding agreement entered into prior (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound as of the date of this Agreement; provided that Agreement (so long as the parties Acquired Corporations have reasonably cooperated with Parent and used their reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 4.1 shall cooperate require an Acquired Corporation to disclose the portion of any information to Parent or Parent’s Representatives if such information that would not jeopardize relates to the applicable portions of the minutes of the meetings of the Board of Directors or any committee thereof (including any presentations or other materials prepared by or for the Board of Directors or such privilege committee thereof) where the Board of Directors or contravene such Legal Requirements committee thereof discussed (x) the Transactions, or binding agreementsany similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Recommendation Change. All With respect to the information exchanged disclosed pursuant to this Section 4.1 4.1, Parent shall be subject comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidential Disclosure Agreement, dated October 19, 2020, as amended by that Amendment No. 1, effective as of July 30, 2021, Amendment No. 2, effective as of August 20, 2021, Amendment No. 3, effective as of October 18, 2022, and Amendment No. 4, dated as of August 30, 2023 and effective as of January 1, 2023, by and between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. (a) During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Interim Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company, the Company shall, and shall cause the respective Representatives of the Company and its Subsidiaries and each of their respective Representatives to: (ai) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to the Company’s and its Representatives and Subsidiaries’ respective Representatives, personnel, properties, assets and to all existing books, Contracts, records, filings, submissions, Tax Returns, work papers and other documents and information relating to such Entity or any of the Company and its Subsidiaries, in each case as reasonably requested by Parent; and (bii) provide the furnish promptly to Parent and Parent’s and its Subsidiaries’ Representatives of Parent with such copies of the existing books, contracts, records, filings, submissions, Tax Returns, work papers and other documents and information relating to such Entity the Company and its Subsidiaries as reasonably requested by Parent. Without limiting Subsidiaries, and with such additional financial, operating and other data and information regarding the generality of any business, properties, and personnel of the foregoingCompany and its Subsidiaries, during as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Pre-Closing Period (but subject to applicable Legal Requirementssupervision of appropriate personnel of the Company, and except in such a manner as to not interfere unreasonably with the case normal operation of any document relating the business of the Company. All requests for information made pursuant to any Acquisition Proposalthis Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. With respect to the information disclosed pursuant to this Section 5.1, Superior Offer or Triggering Event)Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated November 12, 2014 and amended as of December 29, 2015, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent and Purchaser shall each promptly provide the other with copies of not, and shall cause their respective Representatives not to, contact any noticeemployee, report consultant, customer, licensee, partner, supplier or other document filed with or sent to any Governmental Body on behalf of any vendor of the Target Companies or Parent or Purchaser Company in connection with the Offer, the Merger or any of the other Contemplated Transactions a reasonable time in advance transactions contemplated by this Agreement without the Company’s prior written consent, and Parent and Purchaser acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the filing or sending of such document in order to permit a review thereof. Company. (b) Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, to Parent or Purchaser if such disclosure would would, in the Company’s reasonable discretion (i) jeopardize any attorney-client or other legal privilege (provided that the Company will nonetheless provide Parent or Purchaser and the applicable Representatives of Parent or Purchaser with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged analyses so long as such privilege will not be jeopardized thereby) or (ii) contravene any applicable Legal Requirement Applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement; hereof, including any confidentiality agreement to which the Company or its Affiliates is a party (provided that the parties Company shall cooperate use its commercially reasonable efforts to disclose obtain the portion consent of any such information that would not jeopardize agreement’s counterparty to such privilege inspection or contravene such Legal Requirements or binding agreementsdisclosure). All information exchanged pursuant The Company and Parent will each use its commercially reasonable efforts to this Section 4.1 shall be subject make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the Confidentiality Agreementrestrictions of the preceding sentence apply.

Access and Investigation. During the period commencing on the date Promptly following execution of this Agreement and ending as Agreement, Seller shall provide Purchaser with a list of Seller’s personnel initially to be contacted with respect to the transactions contemplated by this Agreement, together with all relevant contact information. At such time, Seller shall also provide Purchaser with a list of operator contacts for all of the earlier of Assets that are not operated by Seller or an Affiliate, together with all relevant contact information. Between the termination of this Agreement in accordance with Section 7 or Execution Date and the Acceptance Time (the “Pre-Closing Period”)Date, subject to the provisions of Section 3.01, Seller will, and will cause its representatives to, (a) afford Purchaser and its representatives (collectively, “Purchaser’s Advisors”) reasonable access, during normal business hours, to the Seller’s designated personnel, properties, contracts, books and records, and other documents and data, (b) provide Purchaser and Purchaser’s Advisors with access to all such contracts, books and records, and other existing documents and data as Purchaser may reasonably request, and (c) provide Purchaser and Purchaser’s Advisors with access to such additional financial, operating, and other data and information as Purchaser may reasonably request to the extent within Seller’s possession or control. Notwithstanding the foregoing, Seller shall not be required to provide to Purchaser or its representatives (i) any information the disclosure of which is prohibited by applicable Legal Requirements law, rule or regulation, or (including attorney-client privilege and work product doctrineii) and any information the terms disclosure of any confidentiality restrictions under Contracts which requires the consent or approval of a party as Third Party if such consent or approval has not yet been obtained; provided that (i) Seller will notify Purchaser that it is in possession of responsive information, but that the date hereof requisite consent or approval has not yet been obtained, and (subject to an obligation of the applicable party to ii) if requested by Purchaser, Seller shall use commercially reasonable efforts to cause obtain a waiver of any such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each in favor of their respective Representatives to: (a) provide the Representatives of Parent with reasonable access during normal business hours to its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality AgreementPurchaser.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of continuing until the earlier of the termination of this Agreement in accordance with pursuant to Section 7 9 or the Acceptance Time Closing (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as each of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company Selling Shareholders shall, and shall cause its Subsidiaries and each of the Selling Shareholders shall ensure that the Acquired Companies and their respective Representatives toRepresentatives, subject to the Confidentiality Agreement: (a) upon reasonable advance notice, provide the Purchaser and the Purchaser’s Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax ReturnsReturns and related supporting documents, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Companies; and (b) provide act reasonably in providing the Purchaser and the Purchaser’s Representatives with copies (or permitting the Purchaser and the Purchaser’s Representatives to make copies) of Parent with such copies of the existing books, records, Tax ReturnsReturns and related supporting documents, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any each of the foregoingAcquired Companies, during and with such additional financial, operating and other data and information regarding each of the Acquired Companies, as the Purchaser may reasonably request; provided, however, that (i) the Selling Shareholders shall not be required to violate any Legal Requirement relating to confidentiality to which they, or the Acquired Companies, are subject, and such access and investigation shall be conducted in such a manner as not to interfere in any material respect with the operation of the Acquired Companies. During the Pre-Closing Period Period, the Purchaser (but subject to applicable Legal Requirementsonly in consultation and collaboration with the Company or a Selling Shareholder, and except in with the case prior written consent of any document relating to any Acquisition Proposala Selling Shareholder, Superior Offer which consent shall not be unreasonably delayed or Triggering Event), the Company and Parent shall each promptly provide the other withheld) may make inquiries of Persons having business relationships with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Acquired Companies or Parent or (including suppliers, licensors, distributors and customers) and each of the Selling Shareholders shall ensure that each of the Acquired Companies helps facilitate (and provides reasonable cooperation to the Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of with) such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreementinquiries.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of until the earlier of the Effective Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 8.1 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Company to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives the Company’s Representatives, personnel, and assets and to all existing books, records, Tax Returns, files related to Intellectual Property Rights, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Company; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the Representatives business of Parent with such the Company, including copies of the existing books, records, Tax Returns, files related to Intellectual Property Rights, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal RequirementsCompany, and except in with such additional financial, operating and other data and information regarding the case Company, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), appropriate personnel of the Company and Parent shall each promptly provide in such a manner as not to unreasonably interfere with the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any normal operation of the Target Companies or Parent or Purchaser in connection with the Merger or any business of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereofCompany. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, to Parent if such disclosure would would, in its reasonable discretion and after notice to Parent) (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), or (ii) contravene any applicable Legal Requirement or binding Requirement; provided, however, that information shall be disclosed subject to execution of a joint defense agreement entered into prior in customary form, to external counsel for Parent to the date extent reasonably required for the purpose of this Agreement; provided that complying with applicable Antitrust Laws. With respect to the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged disclosed pursuant to this Section 4.1 5.1, Parent shall be subject comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated July 24, 2012, as amended, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of Date until the earlier of the Acceptance Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 8.1 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Acquired Corporations to its Representatives the Acquired Corporations’ Representatives, personnel, properties and assets and to all existing books, records, Contracts, Tax Returns, Employee Plans, files related to Intellectual Property Rights, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the Representatives business of Parent with such the Acquired Corporations, including copies of the existing books, records, Contracts, Tax Returns, Employee Plans, files related to Intellectual Property Rights, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal RequirementsAcquired Corporations, and except in with such additional financial, operating and other data and information regarding the case of Acquired Corporations, as Parent may reasonably request; provided, however, that any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent such access shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions be conducted at a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information iftime, under the reasonable advice supervision of counsel, appropriate personnel of the Acquired Corporations and in such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior a manner as not to unreasonably interfere with the date normal operation of this Agreement; provided that the parties shall cooperate to disclose business of the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 Acquired Corporations and shall be subject to the Confidentiality AgreementAgreement dated February 23, 2015. Nothing herein shall require any Acquired Corporation to disclose any information to Parent if such disclosure would, with notice to Parent, (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Laws; provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.

Access and Investigation. During (a) Subject to any applicable Legal Requirement and any reasonable response to the period commencing COVID-19 virus (SARS-COV-2) (or any mutation or variation thereof or related health condition, or any related or associated epidemics, pandemics or disease outbreaks), Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of the Company and each of its Subsidiaries in accordance with the provisions of this Section 5.1(a) as shall be reasonably necessary for the purpose of determining the Company’s continued compliance with the terms and conditions of this Agreement and preparing for the integration of Acquiror and the Company following the Effective Time. Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of the Company and each of its Subsidiaries and of their respective financial and legal conditions as Acquiror shall deem reasonably necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere with the normal operations of the Company or any of its Subsidiaries. Upon request, the Company and each of its Subsidiaries will furnish Acquiror or its Representatives attorneys’ responses to auditors’ requests for information regarding the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror (provided, such disclosure would not result in the waiver by the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by Acquiror or any of its Representatives shall affect the representations and warranties made by the Company in this Agreement. This Section 5.1(a) shall not require the disclosure of any information to Acquiror the disclosure of which, in the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement Agreement; (iii) relate to pending or threatened litigation or investigations; or (iv) if disclosure might otherwise affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, the Company and ending as Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement. (b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”)its terms, subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their respective Representatives topromptly furnish to Acquiror: (ai) provide the Representatives a copy of Parent with reasonable access during normal business hours to its Representatives and assets and to all existing bookseach report, recordsschedule, Tax Returns, work papers registration statement and other documents document filed, furnished or received by it during such period pursuant to the requirements of federal and information relating to such Entity state banking laws or federal or state securities laws; and (ii) a copy of each report filed by it or any of its Subsidiaries, Subsidiaries with any Regulatory Authority; in each case as reasonably requested by Parent; and (b) provide the Representatives other than portions of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement. (c) The Company shall provide, and cause each of its Subsidiaries as reasonably requested by Parent. Without limiting to provide, to Acquiror all information provided to the generality directors on all such boards or members of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser such committees in connection with the Merger or any all meetings of the other Contemplated Transactions a reasonable time in advance board of directors and committees of the filing or sending board of such document in order to permit a review thereof. Nothing herein shall require directors of the Company or Parent otherwise provided to disclose the directors or members, and to provide any information ifother financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials, under (ii) the disclosure of which would violate any applicable Legal Requirement, (iii) the disclosure of which would, in the reasonable advice judgment of the Company’s outside counsel, such disclosure would jeopardize any result in the waiver of the attorney-client privilege privilege, or contravene any applicable Legal Requirement or binding agreement entered into prior (iv) related to the date an Acquisition Proposal (disclosure of this Agreement; provided that the parties which shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. be governed solely by Section 5.8). (d) All information exchanged pursuant to obtained by Acquiror in accordance with this Section 4.1 5.1 shall be subject to treated in confidence as provided in that certain confidentiality agreement, dated July 27, 2021, between Acquiror and the Company (the “Confidentiality Agreement”).

Access and Investigation. During the period commencing on from the date execution and delivery of this Agreement and ending as of until the earlier of the Effective Time and the valid termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 8 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries the Company’s Representatives to provide Parent, Purchaser and each of their respective Representatives to: (a) provide the Representatives of Parent with reasonable access during normal business hours of the Company to its the Company’s designated Representatives and assets and properties, and to all existing books, records, Tax Returns, work papers and other papers, documents and information relating to the Company Entities, and promptly provide Parent, Purchaser and each of their respective Representatives with all reasonably requested information regarding the business of the Company Entities and such Entity or any of its Subsidiariesadditional financial, operating, Tax and other data and information regarding the Company Entities, as Parent and/or Purchaser and/or their respective Representatives may reasonably request, in each case as reasonably requested by Parent; and (b) provide for any reasonable business purpose related to the Representatives of Parent with such copies consummation of the existing booksTransactions (including with respect to integration planning related thereto); provided, recordshowever, Tax Returnsthat any such access shall be conducted at Parent’s expense, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting at a reasonable time, under the generality supervision of any appropriate personnel of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide in such a manner as not to unreasonably interfere with the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any normal operation of the Target Companies or Parent or Purchaser in connection with the Merger or any business of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereofCompany Entities. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, to Parent if such disclosure would would, in the Company’s reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent and Purchaser and has used reasonable best efforts to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), or (ii) contravene any applicable Legal Requirement or binding agreement entered into prior (so long as the Company has reasonably cooperated with Parent and Purchaser and has used reasonable best efforts to permit disclosure to the date of extent permitted by Legal Requirements). Notwithstanding the foregoing, nothing in this Agreement; provided that Section 5.1 shall require the parties shall cooperate Company to disclose the portion of any information to Parent or Parent’s Representatives if such information that would not jeopardize relates to the applicable portions of the minutes of the meetings of the Board of Directors or any committee thereof (including any presentations or other materials prepared by or for the Board of Directors or such privilege committee thereof) where the Board of Directors or contravene such Legal Requirements committee thereof discussed (x) the Transactions, (y) any Acquisition Proposal or binding agreements(z) a Company Adverse Change Recommendation. All With respect to the information exchanged disclosed pursuant to this Section 4.1 5.1, Parent shall be subject comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Mutual Confidentiality Agreement, dated March 3, 2023, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and each of their respective its Subsidiaries’ Representatives to: (ai) provide the Parent and Parent’s Representatives of Parent with reasonable access during the normal business hours of the Company to its Representatives the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to such Entity or any of the Company and its Subsidiaries, in each case as and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested by Parent; information regarding the business of the Company and (b) provide the Representatives of Parent with such its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and its Subsidiaries, and with any available or reasonably producible additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall each promptly provide be conducted at Parent’s expense, at a reasonable time, under the other with copies supervision of any notice, report or other document filed with or sent to any Governmental Body on behalf of any appropriate personnel of the Target Companies or Parent or Purchaser Company and in connection such a manner as not to unreasonably interfere with the Merger or any normal operation of the other Contemplated Transactions a reasonable time in advance business of the filing or sending of such document in order to permit a review thereofCompany and its Subsidiaries. Nothing herein shall require the Company or Parent to disclose (A) any information ifconcerning Acquisition Proposals, under which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable advice good faith judgement of counsel, such disclosure the Company would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Legal Requirement Law, fiduciary duty or binding agreement Contract entered into prior to the date of this Agreement; provided that Agreement (including any confidentiality agreement to which the parties shall cooperate Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to disclose the portion make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreementsdescribed in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. All With respect to the information exchanged disclosed pursuant to this Section 4.1 5.3 to Parent and its Representatives, Parent shall be subject comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of through the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall use reasonable best efforts to cause its Subsidiaries and each of their the respective Representatives of the Acquired Companies to, upon reasonable prior notice and during normal business hours: (ai) provide the Parent and its Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Companies; and (bii) provide the Parent and its Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such Entity additional financial, operating and its Subsidiaries other data and information regarding the Acquired Companies, as Parent may reasonably requested by request (in each case, in a manner so as to not interfere in any material respect with the normal business operations of the Acquired Companies). During the Pre-Closing Period, the Company shall, and shall use reasonable best efforts to cause the Representatives of each of the Acquired Companies to, permit Parent’s officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to consummate the Contemplated Transactions. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in during the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Pre-Closing Period, the Company and Parent shall each reasonably promptly provide the other Parent with copies of: (a) any written materials or communications sent by or on behalf of the Company to its Members (other than those filed with the SEC and available on XXXXX); (b) any written materials prepared for the Company’s New Products Committee; (c) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Acquired Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance Transactions; and (d) any material notice, report or other document received by any of the filing Acquired Companies from any Governmental Body. Notwithstanding the foregoing, the Company shall not be required to permit such access or sending make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would reasonably be likely to (i) violate the terms of any confidentiality agreement or other Company Contract with a third party, in each case, that was in effect prior to the execution of this Agreement (provided that the Company shall use its reasonable best efforts to obtain the required consent of such document third party to such access or disclosure or develop an alternative method of providing such information to Parent); (ii) result in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice loss of counsel, such disclosure would jeopardize any attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or contravene disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege or develop an alternative method of providing such information to Parent); (iii) violate any applicable Legal Requirement (provided that the Company shall use its reasonable best efforts to provide such access or make such disclosure in a manner that does not violate such Legal Requirement or binding agreement entered into prior develop an alternative method of providing such information to Parent); or (iv) require access to competitively or commercially sensitive information or information relating to the date Acquired Companies’ analysis or consideration of the Contemplated Transactions or the valuation of the Acquired Companies. Notwithstanding anything contained in this Agreement; provided that Agreement to the parties contrary, the Company shall cooperate not be required to disclose provide any access or make any disclosure to Parent pursuant to this Section 4.1 to the portion extent such access or information is reasonably pertinent to a litigation where the Company or any of such information that would not jeopardize such privilege its Affiliates, on the one hand, and Parent or contravene such Legal Requirements or binding agreementsany of its Affiliates, on the other hand, are adverse parties. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the earlier termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 8 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, shall and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours hours, on reasonable prior notice, to its Representatives the personnel and assets of the Acquired Corporations and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) provide the Representatives of or make available to Parent with and Parent’s Representatives, at Parent’s expense, such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations and with such Entity additional financial, operating and its Subsidiaries other data and information regarding the Acquired Corporations as Parent may reasonably requested by Parentrequest. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but and subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Antitrust Laws, the Company and Parent shall each promptly provide the other party with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Company, Parent or Purchaser Merger Sub, as applicable, in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein The foregoing shall not require the Company to permit any inspection, or Parent to disclose any information ifinformation, under that could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of the Company with respect to confidentiality or non-disclosure if the Company shall have used reasonable advice efforts to obtain the consent of counselsuch third party to such inspection or disclosure, such disclosure would jeopardize (ii) the waiver of any applicable attorney-client privilege or contravene (iii) the violation of any applicable Legal Requirement Requirement;. Without limiting the generality of the foregoing, during the Pre-Closing Period and subject to applicable Antitrust Laws, the Company shall promptly provide Parent with: (a) all material regularly recurring operating and financial reports prepared by the Acquired Corporations for the Company’s senior management, including copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders’ equity and statements of cash flows; (b) any material notice, report or binding agreement entered into prior other document received by any of the Acquired Corporations from any Governmental Body; (c) any written communication alleging a material breach of any Company Contract that comes to the date attention of this Agreementany officer or senior manager of the Company; (d) any written materials or communications sent by or on behalf of the Company to its stockholders generally; provided that and (e) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the parties shall cooperate Acquired Corporations in connection with the Merger or any of the other Contemplated Transactions. If the access to disclose the portion of such certain information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged to be granted to Parent pursuant to this Section 4.1 shall would reasonably be subject expected to result in a violation of applicable Legal Requirements or would otherwise be unreasonably disruptive to the Confidentiality Agreementoperations of the Company, the Company and Parent shall cooperate in good faith to develop an alternative to furnishing such information to Parent and its Representatives to address such matters that is reasonably acceptable to Parent and the Company.

Access and Investigation. During (a) Subject to Section 5.1(b), during the period commencing on from the date of this Agreement and ending as of through the earlier of the Effective Time or termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Corporations’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) provide the Parent and Parent’s Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such Entity additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Subject to Section 5.1(b), during the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may reasonably deem necessary or appropriate with respect to the satisfaction by Parent or the Company of its Subsidiaries as reasonably requested by Parentobligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. All information exchanged pursuant to this Section 5.1 shall be subject to the provisions of the Confidentiality Agreement. Without limiting the generality of any of the foregoingforegoing and subject to Section 5.1(b), during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Period, the Company and Parent shall each promptly provide Parent upon its reasonable request with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company’s senior management, including: (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders’ equity and statements of cash flows; and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company’s senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, correspondence, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Material Contract or sent to any of the Acquired Corporations by any party to any Material Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Contract and that is of the type sent in the ordinary course of business and consistent with copies of past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser Acquired Corporations in connection with the Offer or the Merger or any of the other Contemplated Transactions a reasonable time in advance Transactions; and (v) any material notice, report or other document received by any of the filing Acquired Corporations from any Governmental Body. (b) Notwithstanding the foregoing provisions in Section 5.1(a), the Company may restrict or sending of such document in order otherwise prohibit access to permit a review thereof. Nothing herein shall any documents or information to the extent that: (i) any applicable Legal Requirements (including any laws relating to security clearances) require the Company to restrict or Parent otherwise prohibit access to disclose any such documents or information; (ii) access to such documents or information if, under the reasonable advice of counsel, such disclosure would jeopardize waive any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or contravene information; (iii) access to a Contract to which any applicable Legal Requirement or binding agreement entered into prior to Acquired Corporation is a party as of the date of this AgreementAgreement or otherwise bound as of the date of this Agreement would violate or cause a default under, or give a third party the right to terminate or accelerate the rights under, such Contract; or (iv) unless otherwise required to be provided pursuant to Section 5.3, such documents or information relate directly to any Acquisition Proposal or Acquisition Inquiry; provided that, in the case of clauses “(i),” “(ii)” and “(iii),” the Company shall: (A) give reasonable notice to Parent of the fact that the parties shall cooperate it is restricting or otherwise prohibiting access to disclose the portion of such documents or information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 5.1(b); (B) inform Parent with sufficient detail of the reason for such restriction or prohibition; and (C) cause the Acquired Corporations to use commercially reasonable efforts to cause the documents or information that are subject to such restriction or prohibition to be provided in a manner that would not reasonably be expected to violate such restriction or prohibition. (c) Any investigation conducted pursuant to the access contemplated by this Section 5.1 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Acquired Corporations or create a material risk of damage or destruction to any material property or material assets of the Acquired Corporations. Any access to the Company’s properties shall be subject to the Confidentiality Agreementterm of the applicable Company Leases, the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of until the earlier of the Effective Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 7.1 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives the Company’s Representatives, personnel, and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the Representatives business of Parent with such the Acquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such Entity additional financial, operating and its Subsidiaries other data and information regarding the Acquired Corporations, as Parent may reasonably requested by request; provided, however, that any such access shall be conducted at Parent. Without limiting ’s expense, at a reasonable time, under the generality supervision of any appropriate personnel of the foregoing, during Acquired Corporations and in such a manner as not to unreasonably interfere with the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any normal operation of the Target Companies or Parent or Purchaser in connection with the Merger or any business of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereofAcquired Corporations. Nothing herein shall require the Company or Parent Acquired Corporations to disclose any information if, under the reasonable advice of counsel, to Parent if such disclosure would would, in its reasonable discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporation has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Legal Requirement Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided that Agreement (including any confidentiality agreement to which the parties shall cooperate Acquired Corporation or its Affiliates is a party) (so long as the Company has used commercially reasonable efforts to disclose the portion make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Legal Requirement, agreement or duty (to the extent commercially practicable)); provided, further, that information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreementsmay be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Acquired Corporation determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. All With respect to the information exchanged disclosed pursuant to this Section 4.1 4.1, Parent shall be subject comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated February 9, 2017, between the Company and Allergan, Inc. (the “Confidentiality Agreement”).

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Effective Time (the “"Pre-Closing Period”"), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause its Subsidiaries and each of their respective Representatives Subsidiaries to: (a) provide the Representatives of Parent the other party with reasonable access during normal business hours to its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by ParentParent or the Company, as the case may be; and (b) provide the Representatives of Parent the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be. During the Pre-Closing Period, the Company and Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with their respective chief financial officers and other officers responsible for the Company's and Parent's financial statements and the internal controls, respectively, to discuss such matters as the Company or Parent may deem necessary or appropriate in order to enable Parent to comply following the Closing with the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without Subject to Section 5.7 and without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Period, the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies Alamo Corporations or Parent or Purchaser the Abeline Corporations, respectively, in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or the Parent to disclose any information if, under the reasonable advice of counsel, if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize to the extent possible without jeopardizing such privilege or contravene contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement.

Access and Investigation. (a) During the period commencing on from the date of this Agreement and ending as of Date until the earlier of the First Effective Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 8.1 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their respective Representatives the Acquired Corporations, upon reasonable advanced written notice, to: (ai) provide the Representatives of Parent (and Parent’s Representatives) with reasonable access during normal business hours to its Representatives all of their respective Representatives, senior management personnel, properties and assets and to all existing books, records, Contracts, Tax Returns, Company Employee Plans, files related to Intellectual Property Rights, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as the Acquired Corporations and (ii) promptly provide Parent (and Parent’s Representatives) with all reasonably requested by Parent; (and (breadily available) provide information regarding the Representatives business of Parent with such the Acquired Corporations, including copies of the existing books, records, Contracts, Tax Returns, Company Employee Plans files related to Intellectual Property Rights, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period Acquired Corporations (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering EventParent), and with such additional financial, operating and other data and information regarding the Company Acquired Corporations, as Parent may reasonably request (including copies of: (A) all material operating and Parent shall each promptly provide financial reports prepared by the other with copies of Acquired Corporations for the Company’s senior management (B) any material notice, report or other document filed with or sent to any Governmental Body Entity on behalf of any of the Target Companies or Parent or Purchaser Acquired Corporations in connection with the Merger Mergers or any of the Transactions, other Contemplated Transactions than exhibits or attachments to their respective HSR Notification and Report forms, which may be withheld from Parent, and (C) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Entity); provided, however, that any such access shall be conducted at a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information iftime, under the reasonable advice supervision of counsel, appropriate personnel of the Acquired Corporations and in such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior a manner as not to unreasonably interfere with the date normal operation of this Agreement; provided that the parties shall cooperate to disclose business of the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 Acquired Corporations and shall be subject to the Confidentiality Agreement. Notwithstanding anything herein to the contrary, no Acquired Corporation shall be required to disclose (or provide access to) any information to Parent or any of its Subsidiaries (or any of its or their Representatives) if such disclosure or access would be reasonably likely to (w) jeopardize any attorney-client or other legal privilege, (x) contravene any applicable Laws, (y) violate any obligation of any Acquired Corporation with respect to confidentiality or privacy or (z) materially interfere with the conduct of any Acquired Corporation’s business. The Company shall use its reasonable best efforts make appropriate substitute access and disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) During the Pre-Closing Period, Parent shall, and shall cause each of Parent’s Subsidiaries, upon reasonable advanced written notice, to: (i) provide the Company (and Company’s Representatives) with reasonable access during normal business hours to its Representatives, senior management personnel, properties and assets and to existing books, records, Contracts, Tax Returns, Parent Employee Plans, files related to Intellectual Property Rights, work papers and other documents and information relating to Parent and its Subsidiaries and (ii) promptly provide the Company (and such other Party’s Representatives) with all reasonably requested (and readily available) information regarding the business of Parent and its Subsidiaries, including copies of the existing books, records, Contracts, Tax Returns, Parent Employee Plans, files related to Intellectual Property Rights, work papers and other documents and information relating to Parent and its Subsidiaries and with such additional financial, operating and other data and information regarding the Parent and its Subsidiaries (in the case of the Company), as the Company may reasonably request; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of Parent and in such a manner as not to unreasonably interfere with the normal operation of the business of Parent or its Subsidiaries, and shall be subject to the Confidentiality Agreement. Notwithstanding anything herein to the contrary, neither Parent nor its Subsidiaries shall be required to disclose (or provide access to) any information to any Acquired Corporation (or any of such Acquired Corporation’s Representatives), if such disclosure or access would be reasonably likely to (w) jeopardize any attorney-client or other legal privilege, (x) contravene any applicable Laws, (y) violate any obligation of Parent or any of its Subsidiaries with respect to confidentiality or privacy or (z) materially interfere with the conduct of the business of Parent or any of its Subsidiaries. Parent shall use its reasonable best efforts make appropriate substitute access and disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access and Investigation. During the period commencing on the date of this Agreement Date and ending as of on the earlier of (a) the Effective Time and (b) the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 7.1 (such period being referred to herein as the “Pre-Closing Interim Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its the Company Subsidiaries and each of their respective Representatives to, upon reasonable advance notice to the Company from Parent: (ai) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours to its the Company’s and the Company Subsidiaries’ books, records, Tax Returns, material operating and financial reports, work papers, assets, officers, offices and other facilities, Contracts and other documents and information relating to the Company and the Company Subsidiaries and (ii) provide Parent and Parent’s Representatives and assets and to all existing with such copies of the books, records, Tax Returns, work papers papers, Contracts and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and the Company Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and the Company Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall each promptly provide be conducted at Parent’s expense, under the other supervision of appropriate personnel of the Company, and in such a manner not to interfere in any material respect with copies the normal operation of any notice, report the business of the Company and the Company Subsidiaries or other document filed with create risk of damage or sent destruction to any Governmental Body on behalf of any of material assets or property. Any such access shall be subject to the Target Companies or Company’s and the Company Subsidiaries’ security measures and insurance requirements, to the extent such measures and requirements shall be disclosed to Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time its applicable Representatives in advance of being granted such access. Information obtained by Merger Subsidiary or Parent pursuant to this Section 5.1 will constitute “Proprietary Information” under the filing or sending Confidentiality Agreement and will be subject to the provisions of such document in order to permit a review thereofthe Confidentiality Agreement. Nothing herein shall in this Section 5.1 will require the Company or Parent any Company Subsidiary to permit any inspection, or to disclose any information ifinformation, under that in the reasonable advice judgment of counsel, such disclosure the Company: (A) would jeopardize any result in a violation of applicable Law; or (B) would result in the loss of a legal protection afforded by the attorney-client privilege or contravene any applicable Legal Requirement the attorney work product doctrine or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreementsimilar privilege.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement in accordance with Section 7 or the Acceptance Time Article 8 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause its Subsidiaries and each of their respective Representatives Subsidiaries to: (a) provide the Representatives of Parent the other party with reasonable access during normal business hours to its Representatives personnel, tax and accounting advisers and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by ParentParent or the Company and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) provide the Representatives of Parent the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Company Entities to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the Chief Financial Officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Company Entities to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, and shall cause the Representatives of each of Parent to, permit the Company’s senior officers to meet, upon reasonable notice and during normal business hours, with the Chief Financial Officer and other officers of Parent responsible for the Parent’s financial statements and the internal controls of the Parent Entities to discuss such matters as the Company may deem necessary or appropriate in order to enable post-closing management of Parent and the Surviving Corporation to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but Period, subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies Company Entities or Parent or Purchaser Merger Sub in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality AgreementTransactions.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of until the earlier of the Offer Acceptance Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 8.1 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Company to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives the Company’s Representatives, personnel, and assets and to all existing books, records, Tax Returns, files related to Intellectual Property Rights, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Company; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the Representatives business of Parent with such the Company, including copies of the existing books, records, Tax Returns, files related to Intellectual Property Rights, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal RequirementsCompany, and except in with such additional financial, operating, personnel and other data and information regarding the case Company, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), appropriate personnel of the Company and Parent shall each promptly provide in such a manner as not to unreasonably interfere with the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any normal operation of the Target Companies or Parent or Purchaser in connection with the Merger or any business of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereofCompany. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, to Parent if such disclosure would would, in its reasonable discretion (and after notice to Parent) (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this AgreementAgreement (including any confidentiality agreement to which the Company or its Affiliates is a party); provided provided, further, that (A) the parties Company shall cooperate use commercially reasonable efforts during the Pre-Closing Period to disclose provide Parent with redacted versions of any documents withheld in accordance with the portion of such foregoing sub-clause “(ii)” and (B) information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be disclosed subject to the Confidentiality Agreement.execution of a joint defense agreement in customary

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party the Company as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)hereof, upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: (a) provide the Parent and its Representatives of Parent with reasonable access during normal business hours to the Company and its Representatives and to the assets of the Company and to its Subsidiaries, including all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity the Company or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Parent and its Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity the Company and its Subsidiaries as reasonably requested by Parent. Without During the Pre-Closing Period, the Company shall, and shall cause its Representatives to, cause its senior officers to meet, upon reasonable notice and during normal business hours, with its chief financial officer and other officers responsible for the Company’s financial statements and the internal controls, respectively, to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to comply following the Closing with the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Subject to Section 6.7 and without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Period, the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Alaska Corporations, Parent or Purchaser Merger Sub, respectively, in connection with the Offer, the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize to the extent possible without jeopardizing such privilege or contravene contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 5.1 shall be subject to the Confidentiality Agreement.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of Date until the earlier of the Offer Acceptance Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 9.1 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company, the Company and its directors, employees and officers shall, and the Company shall cause direct its Subsidiaries and each other Representatives of their respective Representatives to: the Company, (a) to provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives the Company’s officers, employees, other personnel, and assets and to all existing booksbooks and records (provided, recordshowever, Tax Returnsthat any such access shall be conducted at Parent’s sole expense, work papers at a reasonable time, under the supervision of appropriate personnel of the Company or its Subsidiaries and other documents in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; ) and (b) provide the Representatives of to furnish to Parent with such copies of the existing books, records, Tax Returns, work papers financial and operating data and other documents and information relating to such Entity and its Subsidiaries as Parent may reasonably requested by Parent. Without limiting the generality of any of the foregoingrequest, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Eventclauses (a) and (b), solely to the extent that such access or furnishing of data or other information is related to planning for integration or operation of the Company and Parent shall each promptly provide its Subsidiaries following the other with copies Closing or the satisfaction of any noticecondition to Closing. The foregoing notwithstanding, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing nothing herein shall require the Company or Parent any of its Subsidiaries to permit any inspection or testing, or to disclose any information ifinformation, under that the reasonable advice Company in the good faith determination of the Company (after consultation with its counsel, such disclosure ): (i) would reasonably be expected to (x) jeopardize any attorney-client privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (y) contravene any applicable Legal Requirement Law (including Antitrust Law), fiduciary duty or binding Contract (including any confidentiality agreement entered into prior to which the date of this AgreementCompany, its Subsidiaries or its Affiliates is a party); provided that or (ii) is reasonably pertinent to any adverse Legal Proceeding between the parties shall cooperate to disclose Company and its Affiliates, on the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreementsone hand, and Parent and its Affiliates, on the other hand. All information exchanged Information disclosed pursuant to this Section 4.1 6.1 shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the Confidentiality extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 6.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Non-Disclosure Agreement, dated as of August 9, 2021, by and between the Company and Parent (the “Non-Disclosure Agreement”). All requests for information made pursuant to this Section 6.1 shall be directed to an executive officer of the Company or other person designated by the Company in writing. Nothing in this Section 6.1 will be construed to require the Company, its Subsidiaries or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information.

Access and Investigation. During Subject to the Confidentiality Agreement, during the period commencing on the date of this Agreement and ending as of at the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Corporations’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) provide the Parent and Parent’s Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such Entity additional financial, operating and its Subsidiaries other data and information regarding the Acquired Corporations, as Parent may reasonably requested by request; and (c) permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and Managers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Period, the Company and Parent shall each promptly provide Parent with copies of: (i) the unaudited monthly consolidated balance sheets of the Acquired Corporations as of the end of each calendar month and the related unaudited monthly consolidated statements of operations, statements of stockholders’ equity and statements of cash flows for such calendar month, which shall be delivered by the Company to Parent within twenty days after the end of such calendar month; (ii) all material operating and financial reports prepared by the Acquired Corporations for the Company’s senior management, including sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company’s senior management; (iii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iv) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Material Contract or sent to any of the Acquired Corporations by any party to any Material Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Material Contract and that is of the type sent in the ordinary course of business and consistent with copies of past practices); (v) any notice, report or other document filed with or otherwise furnished, submitted or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser Acquired Corporations in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance Transactions; (vi) any non-privileged notice, document or other communication sent by or on behalf of, or sent to, any of the filing Acquired Corporations relating to any pending or sending threatened Legal Proceeding involving or affecting any of such the Acquired Corporations; and (vii) any material notice, report or other document in order to permit a review thereof. Nothing herein shall require received by any of the Company or Parent to disclose Acquired Corporations from any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality AgreementGovernmental Body.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of through the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)Confidentiality Agreement, upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Corporations’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) provide the promptly furnish Parent and Parent’s Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such Entity additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its Subsidiaries obligations under the Xxxxxxxx-Xxxxx Act and all other applicable Legal Requirements. Notwithstanding the foregoing, any such access, investigation or consultation shall be conducted in such a manner as reasonably requested by Parentnot to interfere unreasonably with the business or operations of the Acquired Corporations or otherwise result in any significant interference with the prompt and timely discharge of the normal duties of the Acquired Corporations. Without limiting None of the generality Acquired Corporations shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its clients, jeopardize the attorney-client privilege of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege Acquired Corporations or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that . The parties hereto will use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the parties shall cooperate to disclose restrictions of the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreementpreceding sentence apply.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)hereof, upon reasonable advance written notice to the Company the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: (a) provide the Representatives of Parent with reasonable access during normal business hours to its Representatives the personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity of the Company or any of its Subsidiaries, in each case as reasonably requested by Parent; provided, that any such access shall be conducted at a reasonable time and in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any of its Subsidiaries; and (b) provide the Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity of the Company and its Subsidiaries as reasonably requested by Parent. During the Pre-Closing Period, the Company and the Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with their respective chief financial officers and other officers responsible for the Company’s and Parent’s financial statements and the internal controls, respectively, to discuss such matters as the Company or Parent may deem necessary or appropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), (x) the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof, and (y) schedule a weekly meeting (either in person or by phone or video link) of the senior management of the Target Companies with Representatives of Parent to discuss any topics material to the operation of the Target Companies that arose in the prior week or are reasonably expected to arise in the coming week. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this AgreementAgreement (including any confidentiality agreement to which a Target Company is a party); provided that the parties shall cooperate shall, to the extent reasonably practicable, disclose the portion of such information that would not jeopardize without jeopardizing such privilege or contravene contravening such Legal Requirements or binding agreements. Nothing in this Section 4.1 shall require the Company to permit any inspection of, or to disclose: (i) any information concerning Acquisition Proposals, which shall be governed by Section 4.4, (ii) any information regarding the deliberations of the Company Board or the Special Committee with respect to the Contemplated Transactions or any similar transaction or transactions with any other person, the entry into the Agreement, or any materials provided to the Company Board or Special Committee in connection therewith, or (iii) materials prepared by the Company’s, the Company Board’s, or any Special Committee’s financial, accounting, or legal advisors with respect to the Contemplated Transactions or which is subject to an attorney/client or an attorney work product privilege. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement. No access or information pursuant to this Section 4.1 shall affect or be deemed to modify any representation or warranty made or deemed made by the Company herein.

Access and Investigation. (a) During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of the other Acquired Companies to, and shall use its reasonable best efforts to cause its and their respective Representatives to: (ai) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Companies’ Representatives, personnel, properties and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Companies; and (bii) provide the Parent and Parent’s Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers (including auditor work papers, subject to entering into a customary non-reliance agreement reasonably acceptable to such auditor) and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal RequirementsAcquired Companies, and except in with such additional financial, operating and other data and information regarding the case of any document relating to any Acquisition ProposalAcquired Companies, Superior Offer or Triggering Event)as Parent may reasonably request, the Company and Parent shall each including promptly provide the other providing Parent, upon request, with copies of of: (A) all material operating and financial reports prepared by the Acquired Companies for the Company’s senior management; (B) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Acquired Companies in connection with any of the Contemplated Transactions; and (C) any material notice, report or other document received by any of the Acquired Companies from any Governmental Body, in each case, upon reasonable advance notice during normal business hours and in such a manner so as not to unreasonably interfere with the Acquired Companies’ normal business operations. The Company shall promptly notify Parent of the receipt by any Acquired Company of any written notice or Purchaser other written communication from any Person alleging that the Consent of such Person is or may be required in connection with the Merger or any of the other Contemplated Transactions a reasonable time Transactions. Notwithstanding the foregoing: (1) nothing in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein this Section 4.1(a) shall require the any Acquired Company or Parent its Representatives to disclose any information if, under to Parent or Parent’s Representatives to the reasonable advice of counsel, extent such (x) disclosure would jeopardize any attorney-client privilege or contravene violate any applicable Legal Requirement or binding agreement jeopardize the attorney-client privilege, work-product doctrine or other legal privilege held by any Acquired Company or (y) information is prohibited from being disclosed pursuant to the terms of confidentiality provisions in a Company Contract with a third party entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion and (2) if any Acquired Company or any Representative of any Acquired Company does not provide such access or such information in reliance on clause “(1)” of this sentence, then the Company shall promptly (and in any event within two Business Days after such Acquired Company determines that it will not provide or cause or permit it Representatives to provide such access or such information) provide a written notice to Parent stating that it is withholding such access or such information and stating the justification therefor, and shall use its reasonable best efforts to provide the applicable information in a way that would not violate such Legal Requirement, jeopardize such privilege or contravene breach such Legal Requirements confidentiality provisions (it being understood that, at Parent’s written request, the Company shall use its reasonable best efforts to obtain any required consent of such third party under such applicable Company Contract to permit such disclosure to Parent or binding agreementsParent’s Representatives). All information exchanged Any access to the properties of any of the Acquired Companies pursuant to this Section 4.1 shall 4.1(a) will be subject to compliance with reasonable security measures and reasonable health and safety measures established by the Company in the ordinary course of business and will not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including any Phase I or Phase II environmental assessments. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth in this Section 4.1(a) by electronic means if physical access is not reasonably feasible or would not be permitted under applicable COVID-19 Measures. (b) The Confidentiality Agreement shall remain in full force and effect in accordance with its terms until the Effective Time, except that Sections 12 and 15 of the Confidentiality AgreementAgreement shall have no force or effect during the Pre-Closing Period.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the First Effective Time or the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of to which any Acquired Corporation is a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)hereof, upon reasonable notice the Company shall, and shall cause the directors, officers and employees of the Acquired Corporations to, and shall use its Subsidiaries and each of their respective Representatives to: (a) provide reasonable best efforts to cause the Representatives of the Acquired Corporations (other than their respective directors, officers and other employees) to provide Parent and Parent’s Representatives with reasonable access during normal business hours to its Representatives the Acquired Corporations’ personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiariesthe Acquired Corporations. During the Pre-Closing Period, in each case as reasonably requested by Parent; the Company shall, and (b) provide shall cause the Representatives of Parent with such copies each of the existing booksAcquired Corporations to, recordspermit Parent’s senior officers to meet, Tax Returnsupon reasonable notice and during normal business hours, work papers with the chief financial officer and other documents officers of the Company responsible for the Company’s financial statements and information the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Sxxxxxxx-Xxxxx Act and the rules and regulations relating to such Entity and its Subsidiaries as reasonably requested by Parentthereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period Period: (but i) upon the request of Parent, the Company shall provide Parent with copies of unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows, in each case within 15 days after the end of each calendar month; and (ii) subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other Parent with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser Acquired Corporations in connection with the Merger Mergers or any of the other Contemplated Transactions a reasonable time in advance Transactions. Without limiting the generality of the filing or sending foregoing, during the Pre-Closing Period: (A) upon the request of such document in order to permit a review thereof. Nothing herein the Company, Parent shall require provide the Company or with copies of unaudited monthly consolidated balance sheets of Parent and its Subsidiaries and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows, in each case within 15 days after the end of each calendar month; and (B) subject to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement Requirements, Parent shall promptly provide the Company with copies of any material notice, report or binding agreement entered into prior other document filed with or sent to any Governmental Body on behalf of Parent or Merger Sub or any of Parent’s other Subsidiaries in connection with the date Mergers or any of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreementother Contemplated Transactions.

Access and Investigation. During (a) Subject to Section 4.1(c), during the period commencing on the date of this Agreement and ending as of the earlier of the First Merger Effective Time or the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements upon reasonable advance notice: (including attorney-client privilege and work product doctrinei) Parent and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shallshall each, and shall cause its Subsidiaries and each of their respective Representatives Subsidiaries to: (aA) provide the Representatives of Parent the Company and Parent, respectively, with reasonable access during normal business hours to its Representatives personnel, tax and accounting advisers and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity it or any of its Subsidiaries, in each case as reasonably requested by the Company and Parent, as the case may be; and (bB) provide the Representatives of Parent the Company and Parent, respectively, with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity it and its Subsidiaries as that is reasonably requested by the Company and Parent. , as the case may be. (ii) Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any material notice, material report or other material document filed with or sent to any Governmental Body on behalf of any of the Target Companies Company Entities or the Parent or Purchaser Entities, respectively, in connection with the Merger Mergers or any of the other Contemplated Transactions a reasonable time in advance of Transactions. (b) Subject to Section 4.1(c), without limiting Section 4.1(a), during the filing or sending of such document in order to permit a review thereof. Nothing herein shall require Pre-Closing Period, the Company shall, and shall cause each of its Subsidiaries to: (A) (i) comply with any reasonable request made by Parent, including reasonable advance notice, to provide any current Parent Associate with access to any Company Vessel, and (ii) permit any current Parent Associate to inspect such Company Vessel at Parent’s sole expense. (c) Notwithstanding anything to the contrary set forth in Section 4.1(a), Section 4.1(b), Section 5.1 or Section 5.7, during the Pre-Closing Period, neither Parent nor the Company shall be required to disclose provide or cause to be provided any information ifaccess or copies or otherwise comply with such Sections if doing so would, in its reasonable judgment: (i) violate any applicable Legal Requirements or the terms of any confidentiality restrictions under any Parent Contracts or Company Contracts, as the reasonable advice of counsel, such disclosure would case may be; or (ii) jeopardize any attorney-client privilege or contravene any applicable Legal Requirement other legal privilege; provided, however, that if providing such access or binding agreement entered into prior to copies or otherwise complying with such Sections would, in the date reasonable judgment of Parent or the Company, cause one or more of the effects described in clauses “(i)” and “(ii)” of this Agreement; provided Section 4.1(c), Parent and the Company, respectively, shall use, and shall cause its Subsidiaries to use, commercially reasonable efforts to negotiate in good faith agreements or arrangements that the parties shall cooperate to disclose the portion permit providing such access or copies or otherwise complying with such Sections without having any of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreementseffects. All information exchanged pursuant to this access and investigation rights described in Section 4.1 4.1(a) and Section 4.1(b) shall be subject exercised in such a manner as not to materially interfere with the Confidentiality Agreementoperation of the other Party’s normal business or operations and shall be conducted without creating a material risk of damage or destruction to any property or assets of the other Party.

Access and Investigation. (a) During the period commencing on from the date of this Agreement and ending as of until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives and the Acquired Corporations’ Representatives, personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) provide the furnish promptly to Parent and Parent’s Representatives of Parent with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such Entity additional financial, operating and its Subsidiaries other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably requested by request; provided, however, that any such access shall be conducted at Parent. Without limiting ’s expense, under the generality supervision of any appropriate personnel of the foregoingCompany, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period (but subject to applicable Legal RequirementsPeriod, the Company shall, and except shall cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the case combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any document relating to any Acquisition Proposal, Superior Offer or Triggering Eventaction described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall each promptly provide the other with copies of not, and shall cause their respective Representatives not to, contact any notice, report customer or other document filed with or sent to any Governmental Body on behalf of any vendor of the Target Companies or Parent or Purchaser Company in connection with the Merger Mergers or any of the other Contemplated Transactions a reasonable time in advance transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality AgreementCompany.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 8 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)hereof, upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: (a) provide the Representatives of Parent with reasonable access during normal business hours to its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. During the Pre-Closing Period, the Company and the Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with their respective chief financial officers and other officers responsible for the Company’s and Parent’s financial statements and the internal controls, respectively, to discuss such matters as the Company or Parent may deem necessary or appropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Tetraphase Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize without jeopardizing such privilege or contravene contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement.

Access and Investigation. During Between the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) Effective Date and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), Closing Date and upon reasonable advance notice the Company shallfrom Purchaser, Clorox Parent will, and shall will cause each Business Operating Entity and its Subsidiaries Representatives to, afford Purchaser, its lenders and each of their respective Representatives to: (a) provide the Representatives of Parent with reasonable access during normal business hours to such Business Operating Entities’ personnel, properties, Contracts, books and records and other financial, operating and other data and information related to the Business as Purchaser may reasonably request. All information obtained by Purchaser, its lenders and their respective Representatives pursuant to this Section 5.1 shall be kept confidential in accordance with the Confidentiality Agreement and assets and Section 5.13. Notwithstanding the foregoing, none of Clorox Parent, its Affiliates or their Representatives shall be required to all existing booksprovide access to any information, records, Tax Returnsproperty or personnel if (a) such Party believes in good faith that such access is subject to any confidentiality obligations or would be reasonably likely to jeopardize such Party’s attorney-client, work papers and other documents and information relating to such Entity product or any of its Subsidiaries, in each case as reasonably requested by Parentsimilar legal privilege; and (b) provide the Representatives of Parent with such copies of the existing booksany applicable Law, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case good faith judgment of any document relating such Party, may require such party to restrict or prohibit access to any Acquisition Proposalsuch information, Superior Offer properties or Triggering Event)personnel; or (c) such access would unreasonably disrupt the businesses and operations of such Party. Prior to the Closing, the Company and Parent shall each promptly provide the other with copies (x) none of any noticePurchaser, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger its Affiliates, its shareholders, its lenders, or any of the other Representatives of the foregoing shall contact or communicate, directly or indirectly, with any customer or supplier of the Business for the purpose of discussing the Business or the Contemplated Transactions a reasonable time without, in advance each such instance, obtaining the express prior written consent of Clorox Parent (such consent not to be unreasonably conditioned, withheld or delayed) and permitting Clorox Parent to fully participate in any and all conferences, telephone conversations and other communications between Purchaser, its Affiliates, its shareholders, its lenders or any Representatives of the filing foregoing and any such customer or sending supplier and (y) Purchaser shall, and shall cause its Affiliates or Representatives to, promptly provide Clorox Parent with copies of all written and electronic communications between such document in order to permit a review thereof. Nothing herein shall require the Company Persons and any such customer or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreementsupplier.

Access and Investigation. During (a) Subject to Section 4.1(b), during the period commencing on the date of this Agreement and ending as of the earlier of the Business Combination Effective Time or the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shalladvance notice: (i) Applied and TEL shall each, and shall cause its Subsidiaries and each of their respective Representatives Subsidiaries to: (aA) provide the Representatives of Parent TEL and Applied, respectively, with reasonable access during normal business hours to its Representatives personnel, tax and accounting advisers and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity it or any of its Subsidiaries, in each case as reasonably requested by ParentTEL and Applied; and (bB) provide the Representatives of Parent TEL and Applied, respectively, with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity it and its Subsidiaries as that is reasonably requested by Parent. Without TEL and Applied; and (ii) without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, Applied and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent TEL shall each promptly provide the other with copies of any material notice, material report or other material document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser Applied Entities and TEL Entities, respectively, in connection with the Merger Business Combination or any of the other Contemplated Transactions a Transactions. (b) Notwithstanding anything to the contrary set forth in Section 4.1(a), Section 4.4, or Section 4.7, during the Pre-Closing Period, neither Applied nor TEL shall be required to provide or cause to be provided any access or copies or otherwise comply with such Sections if doing so would, in its reasonable time in advance judgment: (i) cause material competitive harm to any Applied Entity or TEL Entity, as the case may be; (ii) violate any applicable Legal Requirements or the terms of any confidentiality restrictions under any Applied Contracts or TEL Contracts, as the filing case may be; or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would (iii) jeopardize any attorney-client privilege or contravene any applicable Legal Requirement other legal privilege; provided, however, that if providing such access or binding agreement entered into prior to copies or otherwise complying with such Sections would, in the date reasonable judgment of Applied or TEL, cause one or more of the effects described in clauses “(i)” through “(iii)” of this Agreement; provided Section 4.1(b), Applied and TEL, respectively, shall use, and shall cause each of its Subsidiaries to use, its reasonable best efforts to negotiate in good faith agreements or arrangements that the parties shall cooperate to disclose the portion permit providing such access or copies or otherwise complying with such Sections without having any of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreementeffects.

Access and Investigation. During the period commencing on From the date of this Agreement and ending as of until the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)Closing, upon reasonable notice the Company shalladvance notice, each of BarTech, RES Holding and USS/Kobe (only with respect to its Bar Business) will, and shall will cause its Subsidiaries and each of their respective Representatives Subsidiaries and relevant Affiliates to: : (a) provide Afford the other parties hereto and their Representatives of Parent with and their lenders and their Representatives reasonable access during normal business hours to its Representatives the personnel, properties, contracts, books and assets and to all existing books, records, Tax Returns, work papers and other documents and data of such Person and its Subsidiaries and relevant Affiliates; (b) Furnish the other parties hereto and their Representatives with copies of all such contracts, books and records, and other existing documents and data as they may reasonably request in connection with the Transaction Documents and the transactions contemplated hereby and thereby; (c) Furnish the other parties hereto and their Representatives with such additional financial, operating, and other data and information relating with respect to such Entity Person and its Subsidiaries and relevant Affiliates as they may reasonably request; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of such Person or any of its SubsidiariesSubsidiaries or relevant Affiliates and will be at the cost of the Person making such investigation; (d) Notwithstanding the foregoing, in each case as reasonably requested by Parent; and (b) provide neither BarTech, RES Holding nor USS/Kobe will be required prior to the Closing Date to disclose or cause the disclosure to the Representatives of Parent with any such copies Person (or provide access to any of the existing bookstheir or their Subsidiaries' or relevant Affiliates' properties, contracts, books or records, Tax Returns, work papers and other documents and ) of any confidential information relating to pricing and marketing plans, to the extent that such Entity and Person receives the written advice of outside legal counsel which counsel will be reasonably satisfactory to the other Persons that disclosure of such information would be inconsistent with any applicable antitrust or competition law, nor will such Person be required to permit or cause others to permit the Representatives of such Person to photocopy or remove from the offices or properties of any such Person or any of its Subsidiaries as reasonably requested by Parent. Without limiting or relevant Affiliates any original or photocopied documents, drawings or other materials that might reveal any such confidential information; (e) From the generality of any date hereof and following the Closing, each of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirementsparties hereto agrees to, and except will cause its Subsidiaries, Affiliates and Representatives to treat and hold as confidential (and not disclose or provide access to any Person) all information provided to pursuant to this Agreement or other Transaction Documents as provided in Section 10.6; and (f) Each of BarTech, the case Republic Parties, the BV Parties and the USX/Kobe Parties acknowledges and agrees that it (i) has made its own inquiry and investigation into, and based thereon, has formed an independent judgment concerning the business, the assets and liabilities of any document the other parties, (ii) has been furnished with or given adequate access to such information about the business, the assets and liabilities of the other parties as it has requested, (iii) has had independent legal, financial and technical advice relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company business and Parent shall each promptly provide the assets of the other with copies parties and the terms of this Agreement and the Transaction Documents and (iv) will not assert any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or claim against any of the other Contemplated Transactions a reasonable time in advance parties or their Affiliates or any of their or their Affiliates' respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the representations and warranties of the filing other parties contained in this Agreement) furnished by the other parties or sending such persons concerning the other parties, provided, however, that nothing contained in this Agreement will preclude the assertion by any party or its Affiliates of such document in order any causes of action that may exist, not based upon breach of contract, for fraud. Any implied warranty or other rights applicable to permit a review thereof. Nothing herein shall require any of the Company or Parent to disclose any information if, transactions contemplated hereby under the reasonable advice law of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior jurisdiction is hereby expressly and irrevocably waived by each party to the date of this Agreement; provided fullest extent permitted by such legal requirements, and each party agrees that the parties shall cooperate it will not seek to disclose the portion of enforce any such information that would not jeopardize such privilege implied warranties or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreementother rights.

Access and Investigation. (a) During the period commencing on from the date of this Agreement and ending as of until the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)Effective Time, upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives and the Acquired Corporations’ Representatives, personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) provide the furnish promptly to Parent and Parent’s and its Subsidiaries’ Representatives of Parent with such copies of the existing books, contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such Entity additional financial, operating and its Subsidiaries other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably requested by request; provided, however, that any such access shall be conducted at Parent. Without limiting ’s expense, at a reasonable time, under the generality supervision of any appropriate personnel of the foregoing, during the Pre-Closing Period (but subject to applicable Legal RequirementsCompany, and except in such a manner as to not to interfere unreasonably with the case normal operation of the business of the Company; provided, further that no investigation pursuant to this Section 5.1 shall affect or be deemed to modify any document relating representation or warranty made by the Company in this Agreement. With respect to any Acquisition Proposalthe information disclosed pursuant to this Section 5.1, Superior Offer or Triggering Event)Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality obligations under the Confidentiality Agreement dated July 12, 2013, between the Company and Parent shall each promptly provide (the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. “Confidentiality Agreement”). (b) Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, to Parent if such disclosure would would, in its reasonable discretion (i) jeopardize any attorney-attorney client or other legal privilege (provided, that the Company will nonetheless provide Parent and the applicable Representatives of Parent with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged analyses) or (ii) contravene any applicable Legal Requirement Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided , including any confidentiality agreement to which the Company or its Affiliates is a party (provided, that the parties Company shall cooperate use its commercially reasonable efforts to disclose obtain the portion consent of any such information that would not jeopardize agreement’s counterparty to such privilege inspection or contravene such Legal Requirements or binding agreementsdisclosure). All information exchanged pursuant The Company and Parent will each use its commercially reasonable efforts to this Section 4.1 shall be subject make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the Confidentiality Agreementrestrictions of the preceding sentence apply.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 8 or the Acceptance Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause its Subsidiaries and each of their respective Representatives Subsidiaries to: (a) provide the Representatives of Parent the other party with reasonable access during normal business hours to its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by ParentParent or the Company, as the case may be; and (b) provide the Representatives of Parent the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be. During the Pre-Closing Period, the Company and the Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with their respective chief financial officers and other officers responsible for the Company’s and Parent’s financial statements and the internal controls, respectively, to discuss such matters as the Company or Parent may deem necessary or appropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Tetraphase Companies or Parent or Purchaser Merger Sub in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize without jeopardizing such privilege or contravene contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of until the earlier of the Effective Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 8.1 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company Company, the Acquired Companies shall, and shall cause its Subsidiaries and each of their respective Representatives to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives the Acquired Companies’ Representatives, personnel, and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Companies; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the Representatives business of Parent with such the Company, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal RequirementsCompany, and except in with such additional financial, operating and other data and information regarding the case Company, as Parent may reasonably request; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), appropriate personnel of the Company and Parent shall each promptly provide in such a manner as not to unreasonably interfere with the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any normal operation of the Target Companies or Parent or Purchaser in connection with the Merger or any business of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereofAcquired Companies. Nothing herein shall require the any Acquired Company or Parent to disclose any information if, under the reasonable advice of counsel, to Parent if such disclosure would would, in the Company’s reasonable discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Legal Requirement or binding confidentiality agreement entered into by an Acquired Company prior to the date of this Agreement; provided that Agreement (so long as the parties shall cooperate Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose the portion of such information on a basis that would does not jeopardize such privilege contravene any applicable Legal Requirement or contravene such Legal Requirements or binding agreementsconfidentiality agreement); provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines that doing so is reasonably required for the purpose of complying with applicable Antitrust Laws. All With respect to the information exchanged disclosed pursuant to this Section 4.1 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated November 3, 2017, between the Company and Mallinckrodt LLC (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 5.1 shall be subject directed to the Confidentiality Agreementexecutive officer or other Person designated by the Company.

Access and Investigation. During (a) Subject to Section 5.1(b), during the period commencing on from the date of this Agreement and ending as through the earlier to occur of the earlier following (i) the Effective Time, (ii) the date upon which Parent’s director designees constitute a majority of the members on the board of directors of the Company pursuant to Section 1.3 (the “Control Time”), and (iii) termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 8.1 (such period is referred herein as the “Pre-Closing Control Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries the Acquired Corporations and each of their respective Representatives of the Acquired Corporations to: (a) provide the Parent and its Representatives of Parent with reasonable access during normal business hours to its the Acquired Corporations’ Representatives and the personnel and assets of and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) provide the Parent and its Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations. (b) Notwithstanding the foregoing provisions in Section 5.1(a), the Company may restrict or otherwise prohibit access to any documents or information to the extent that: (i) any applicable Legal Requirements (including any Legal Requirements relating to security clearances) require the Company to restrict or otherwise prohibit access to such Entity and its Subsidiaries documents or information; (ii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; (iii) access to a Contract to which any Acquired Corporation is a party as reasonably requested by Parent. Without limiting the generality of any of the foregoingdate of this Agreement or otherwise bound as of the date of this Agreement would violate or cause a default in any material respect under, during or give a third party the Pre-Closing Period right to terminate or accelerate the rights under, such Contract; or (but subject iv) unless otherwise required to applicable Legal Requirementsbe provided pursuant to Section 5.3, and except such documents or information relate directly to any Acquisition Proposal or Acquisition Inquiry; provided, however, that, in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Eventclauses “(i), ,” “(ii)” and “(iii),” the Company and shall: (A) give reasonable notice to Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies fact that it is restricting or Parent otherwise prohibiting access to such documents or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 5.1(b); (B) inform Parent with sufficient detail of the reason for such restriction or prohibition; and (C) cause the Acquired Corporations and their Representatives to use commercially reasonable efforts to cause the documents or information that are subject to such restriction or prohibition to be provided in a manner that would not reasonably be expected to violate such restriction or prohibition. (c) Any investigation conducted pursuant to the access contemplated by this Section 5.1 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Acquired Corporations or create a material risk of damage or destruction to any material property or material assets of the Acquired Corporations. Any access to the Company’s properties shall be subject to the Confidentiality Agreementterm of the applicable Company Leases, the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing.

Access and Investigation. (a) During the period commencing on from the date of this Agreement and ending as of through the earlier of the Effective Time or the date of termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries the respective Representatives of the Acquired Companies to, provide Parent and each of Parent’s Representatives (including Parent’s financing sources and prospective financing sources and their respective Representatives to: (aadvisors and representatives) provide the Representatives of Parent with reasonable access access, during normal business hours and upon reasonable advance notice, to its Representatives the Acquired Companies’ Representatives, assets, properties, offices, plants and assets other facilities, and to all existing books, books and records, Tax Returnsand shall furnish Parent and Parent’s Representatives with such financial, work papers operating and other data and information (including (1) all operations, documents and information related to conflict minerals; (2) the work papers of the Company’s accountants, subject to the prior consent of such accountants, which consent the Company shall use its reasonable best efforts to obtain as soon as practicable; (3) information regarding any works council or other employee representative body, including any consultation notice or consent required therefrom; (4) information relating to such Entity any new standards-setting organization, university or industry bodies or consortia, or other multi-party special interest groups or activities, that any of its SubsidiariesAcquired Company enters into, in each case as reasonably requested by Parentcommences participation in, establishes or joins; and (b5) provide the Representatives of Parent with information regarding any event, occurrence, claim or Legal Proceeding that, if such copies of the existing booksevent, recordsoccurrence, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable claim or Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into Proceeding had arisen prior to the date of this Agreement, would have constituted or resulted in a breach of, or would have been required to be disclosed under, any of Sections 2.8(i)(ii), 2.8(i)(iii), 2.8(i)(iv), 2.8(q) and 2.19(a)) as Parent, through Parent’s Representatives, may reasonably request, as long as these actions are in compliance with all applicable data privacy/protection Legal Requirements; provided, however, that, the Acquired Companies will be under no obligation to provide Parent and its Representatives with any such access or information if: (i) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party; (ii) disclosure of any such information or document would result in the loss of attorney-client privilege of the Acquired Companies; or (iii) constitute a violation of applicable Legal Requirements, provided further, however, that with respect to clauses “(i)” through “(iii),” the Acquired Companies, as applicable, shall use their commercially reasonable efforts to: (A) obtain the required consent of any such third party to provide such inspection or disclosure; (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company; and (C) in the case of clauses “(ii)” and “(iii),” utilize the procedures of a joint defense agreement or implement such other techniques if the parties shall cooperate to disclose determine that doing so would reasonably permit the portion disclosure of such information that would not jeopardize such privilege or contravene such without violating applicable Legal Requirements or binding agreements. All information exchanged pursuant jeopardizing such attorney-client privilege. (b) Promptly following the date of this Agreement, the Company will use its reasonable best efforts to this Section 4.1 shall be subject provide Parent with a list of (and copies of, to the Confidentiality Agreementextent not previously Made Available by the Company) all Contracts, orders, writs, injunctions, judgments or decrees to which any Acquired Company is a party to, or to which any asset of the Acquired Companies that is material to the Acquired Companies, taken as a whole, is bound, that restricts in any material respect or prohibits in any material respect any Acquired Company from soliciting, hiring or retaining any Person as an employee, consultant or independent contractor.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of Date until the earlier of the Effective Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 9.1 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company, the Company and its directors, employees and officers shall, and the Company shall cause direct its Subsidiaries and each other Representatives of their respective Representatives to: the Company, (a) to provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives the Acquired Companies’ officers, employees, other personnel, and assets and to all existing booksbooks and records (provided, recordshowever, Tax Returnsthat any such access shall be conducted at Parent’s sole expense, work papers at a reasonable time, under the supervision of appropriate personnel of the Company and other documents and information relating in such a manner as not to such Entity or any unreasonably interfere with the normal operation of its Subsidiaries, in each case as reasonably requested by Parent; the business of the Company) and (b) provide the Representatives of to furnish to Parent with such copies of the existing books, records, Tax Returns, work papers financial and operating data and other documents and information relating to such Entity and its Subsidiaries as Parent may reasonably requested by Parent. Without limiting the generality of any of the foregoingrequest, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Eventclauses (a) and (b), solely to the extent that such access or furnishing of data or other information is related to planning for integration or operation of the Company and Parent shall each promptly provide following the other with copies Closing or the satisfaction of any noticecondition to Closing. The foregoing notwithstanding, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing nothing herein shall require the Company to permit any inspection or Parent testing, or to disclose any information, that in the reasonable judgment of the Company would be materially detrimental to the Company’s business or operations nor shall anything herein require the Company to disclose any information if, under the reasonable advice of counsel, to Parent if (i) such disclosure would would, in the Company’s reasonable discretion (x) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (y) contravene any applicable Law (including Antitrust Law) or fiduciary duty or (ii) in the Company’s reasonable discretion, such documents or information are reasonably pertinent to any adverse Legal Requirement or binding agreement entered into prior to Proceeding between the date of this Agreement; provided that Company and its Affiliates, on the parties shall cooperate to disclose one hand, and Parent and its Affiliates, on the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreementsother hand. All information exchanged Information disclosed pursuant to this Section 4.1 6.1 shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company reasonably determines doing so is required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 6.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement, dated as of June 1, 2021, by and between the Company and Parent (the “Non-Disclosure Agreement”). All requests for information made pursuant to this Section 6.1 shall be directed to an executive officer of the Company or other person designated by the Company in writing. Nothing in this Section 6.1 will be construed to require the Company or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of until the earlier of the Effective Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 8.1 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives and assets and to all existing the Company’s Representatives, personnel, assets, books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the Representatives business of Parent with such the Acquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such Entity additional financial, operating and its Subsidiaries other data and information regarding the Acquired Corporations, as Parent may reasonably requested by request; provided, however, that any such access shall be conducted at Parent. Without limiting ’s expense, at a reasonable time, under the generality supervision of any appropriate personnel of the foregoing, during Acquired Corporations and in such a manner as not to unreasonably interfere with the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any normal operation of the Target Companies or Parent or Purchaser in connection with the Merger or any business of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereofAcquired Corporations. Nothing herein shall require any of the Company or Parent Acquired Corporations to disclose any information if, under the reasonable advice of counsel, to Parent if such disclosure would would, in the Company’s reasonable discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Legal Requirement Requirement, fiduciary duty or binding agreement entered into prior to the date of this AgreementAgreement (including any confidentiality agreement to which an Acquired Corporation or its Affiliate is a party) (so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Legal Requirements, agreement or duty); provided provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent that the parties shall cooperate Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged disclosed pursuant to this Section 4.1 5.1, Parent shall be subject comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated June 29, 2016, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During the period commencing on (a) Between the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”)Date, subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice received from the Company shallBuyer, the Corporations shall (and Sellers shall cause its Subsidiaries and each of their respective Representatives the Corporations to: ) (a) provide afford the Representatives of Parent with reasonable access during normal business hours to Buyer and its Representatives and assets prospective lenders and their Representatives (collectively, “Buyer Group”) full and free access, during regular business hours, to all existing booksthe Corporations’ personnel, recordsproperties (including non-destructive subsurface testing), Tax ReturnsContracts, work papers Governmental Authorizations, books and records and other documents and data, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of the Corporations; the performance of the Corporations’ or the Sellers’ duties under this Agreement or the transactions contemplated hereby, (b) furnish Buyer Group with copies of all such Contracts, Governmental Authorizations, books and records and other existing documents and data as Buyer Group may reasonably request; (c) furnish Buyer Group with such additional financial, operating and other relevant data and information relating regarding the Corporations as Buyer may reasonably request; and (d) otherwise cooperate and assist, to such Entity or any of its Subsidiaries, in each case as the extent reasonably requested by Parent; and (b) provide the Representatives of Parent Buyer, with such copies Buyer’s investigation of the properties, assets and financial position related to the Corporations, except where the Sellers or the Corporations are contractually precluded by an agreement pre-existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; Agreement (or are otherwise precluded by applicable Legal Requirement) from making such material available or taking any such action. Notwithstanding these requirements, the Corporations (and the Sellers) shall have no obligation to create any new information for the Buyer; (b) Buyer acknowledges and agrees that all such material and information provided that the parties to Buyer Group shall cooperate to disclose the portion of constitute Confidential Information (unless such information that would not jeopardize is excluded by the terms of the definition of Confidential Information); (c) In addition, Buyer upon reasonable advance notice received from the Buyer shall have the right to have the real property and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, during regular business hours, for purposes of determining the physical condition and legal characteristics of the real property and Tangible Personal Property and such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 rights of access shall be subject exercised in a manner that does not unreasonably interfere with the operations of the Corporations, the performance of the Corporations’ or the Sellers’ duties under this Agreement or the transactions contemplated hereby, except that where the Sellers or the Corporations are contractually precluded by an agreement pre-existing the date of this Agreement (or are otherwise precluded by law) from taking any such action they shall not be obligated to provide such access; and (d) In the Confidentiality Agreementevent subsurface testing is recommended by any of Buyer Group, Buyer shall be permitted to have the same performed, at its own cost only after agreeing to indemnify the Corporations from all Adverse Consequences arising from such testing, obtaining adequate insurance, necessary permits and after receiving consent from the Corporations, which shall not be unreasonably withheld, and the land owner. Before conducting such activities, Buyer shall enter into a site access agreement with the owner of the real property with respect to such testing.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of through the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Companies to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Companies’ Representatives, personnel and assets Assets; provided, however, that any such access shall be coordinated through senior management of the Company (and Company counsel) and the Company shall have the right to all existing booksapprove in advance the script, recordsif any, Tax Returnsto be used in connection with such access, work papers and other documents and information relating such approval not to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentbe unreasonably withheld; and (b) provide the Parent and Parent’s Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such Entity additional financial, operating and other data and information (including information on bank accounts and investments) regarding the Acquired Companies and their financial condition, as Parent may reasonably request; (c) provide to Parent all information concerning the Acquired Companies’ business that Parent reasonably requests; (d) permit Parent and its Subsidiaries as reasonably requested Representatives to contact major customers of the businesses of the Acquired Companies; provided, however, that any customer contact shall be coordinated through senior management of the Company (and Company counsel), and the Company shall have the right to approve in advance the script, if any, to be used in connection with such customer contact, such approval not to be unreasonably withheld; (e) provide Parent and Parent’s Representatives with reasonable access to the Owned Real Property, and subject to the terms of each Real Property Lease, the Leased Real Property, for the purpose of conducting phase I environmental site assessments; provided, however, that any access shall be coordinated through senior management of the Company (and Company counsel), and the Company shall have the right to approve in advance the script, if any, to be used in connection with such access, such approval not to be unreasonably withheld; and (f) provide notice of the transactions contemplated by Parentthis Agreement to any and all unions or labor organizations representing any employees of the Company or its Subsidiaries; provided, however, that any notice shall be coordinated through senior management of the Company (and Company counsel), and the Company shall have the right to approve in advance any notice, such approval not to be unreasonably withheld. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Period, the Company shall furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and Parent shall each promptly provide the other with copies of any notice, report or other document filed by the Company during the Pre-Closing Period with the SEC; (ii) any material notice, document or other communication sent or proposed to any Governmental Body be sent by or on behalf of any of the Target Acquired Companies to any party to any Specified Contract of a type described in subsections (a), (b) and (c) of Section 3.14 or, solely with respect to any material notice, document or Parent or Purchaser other communication alleging a breach of any Specified Contract of a type described in connection with the Merger or subsections (a), (b) and (c) of Section 3.14, sent to any of the Acquired Companies by any party to any such Specified Contract (other Contemplated Transactions a reasonable time in advance than any communication that relates solely to routine commercial transactions between an Acquired Company and the other party to any such Specified Contract and that is of the filing or sending type sent in the ordinary course of such document in order to permit a review thereofbusiness and consistent with past practices); (iii) all other written information concerning its business, properties and personnel as Parent may reasonably request. Nothing herein shall require In addition, the Company shall during the Pre-Closing Period give written notice to Parent, and Parent shall during the Pre-Closing Period give prompt written notice to the Company of (a) the discovery by such party of any event, condition, fact or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege circumstance that occurred or contravene any applicable Legal Requirement existed on or binding agreement entered into prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by such party in this Agreement; provided (b) the discovery by such party of any event, condition, fact or circumstance that occurs, arises or exists after the parties shall cooperate to disclose date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by such party in this Agreement if such representation or warranty had been made as of the portion time of the occurrence, existence or discovery of such information event, condition, fact or circumstance; (c) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; (d) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Section 7 impossible or unlikely or that has had or would not jeopardize such privilege reasonably be expected to have a Material Adverse Effect; or contravene such Legal Requirements (e) the commencement of any litigation or binding agreementsProceeding against or affecting this Agreement, or the Merger; provided, however, in the case of subsections (a) and (b) of this sentence, the notice may be given within three (3) Business Days of the applicable discovery. All information exchanged Notwithstanding anything in this Section 5.1 to the contrary, no notice, report or document given pursuant to this Section 4.1 5.1 shall be subject to have any effect on the Confidentiality Agreementrepresentations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of until the earlier of the Offer Acceptance Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 8.1 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives the Company’s Representatives, personnel, officers, employees, agents, properties, offices and other facilities and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the Representatives business, properties, contracts, assets, liabilities, capitol stock, personnel and other aspects of Parent with such the Acquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such Entity additional financial, operating and its Subsidiaries other data and information regarding the Acquired Corporations, as Parent may reasonably requested by request; provided, however, that any such access shall be conducted at Parent. Without limiting ’s expense, at a reasonable time, under the generality supervision of any appropriate personnel of the foregoing, during Acquired Corporations and in such a manner as not to unreasonably interfere with the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any normal operation of the Target Companies or Parent or Purchaser in connection with the Merger or any business of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereofAcquired Corporations. Nothing herein shall require the Company or Parent Acquired Corporations to disclose any information ifconcerning Acquisition Proposals, under which shall be governed by Section 5.3(c), or any information to Parent if such disclosure would, in the reasonable advice good faith judgment of counsel, such disclosure would the Company (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Legal Requirement Requirement, fiduciary duty or binding agreement entered into prior to the date of this AgreementAgreement (including any confidentiality agreement to which the Acquired Corporation or its Affiliates is a party); provided provided, further, that with respect to clauses (i) and (ii) of this Section 5.1, the Company, as applicable, shall use its commercially reasonable efforts to (A) obtain the required consent of any such third party to provide such inspection or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent or (C) utilize the procedures of a joint defense agreement or implement such other techniques if the parties shall cooperate to disclose determine that doing so would reasonably permit the portion disclosure of such information without violating applicable Law or jeopardizing such privilege; provided, further, that would not jeopardize such privilege information shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Acquired Corporation determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. To the extent that any of the information or contravene such Legal Requirements or binding agreements. All information exchanged material furnished pursuant to this Section 4.1 shall be 5.1 or otherwise in accordance with the terms of this Agreement may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated October 23, 2015, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of until the earlier of the Effective Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 7.1 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives the Acquired Corporations’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the Representatives business of Parent with such the Acquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal RequirementsAcquired Corporations, and except in with such additional financial, operating and other data and information regarding the case Acquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), appropriate personnel of the Company and Parent shall each promptly provide in such a manner as not to unreasonably interfere with the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any normal operation of the Target Companies or Parent or Purchaser in connection with the Merger or any business of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereofCompany. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, to Parent if such disclosure would would, in its reasonable discretion (i) jeopardize any attorney-client privilege or other legal privilege, (ii) contravene any applicable Legal Requirement Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party) or (iii) result in the disclosure of any trade secrets of third parties. Without limiting the foregoing, in the event that the parties Company does not disclose information in reliance on the preceding sentence, it shall cooperate provide notice to disclose the portion of Parent that it is withholding such information and shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not jeopardize violate the applicable Legal Requirements, Contract or obligation or risk waiver of such privilege privilege. Without limiting the generality of this Section 4.1, from the date of this Agreement until the Effective Time, the Company will furnish to the Parent promptly upon written request by Parent (to the extent such items become available), (i) monthly financial statements, including an unaudited balance sheet, income statement and statement of cash flows for each month through the Closing Date, (ii) any material update of its outlook for the quarter or contravene such Legal Requirements or binding agreementsthe balance of the fiscal year as it may prepare for management’s internal use and (iii) monthly same store results. All With respect to the information exchanged disclosed pursuant to this Section 4.1 4.1, Parent shall be subject comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated January 21, 2013, as amended, between the Company and Sycamore Partners Management, L.L.C. (the “Confidentiality Agreement”).

Access and Investigation. During the period commencing on From the date of this Agreement and ending as until the earlier to occur of the earlier of the Closing Date or termination of this Agreement Agreement, Seller shall cause Longhorn to allow Buyer and its Representatives reasonable access, at all reasonable times during normal business hours, upon reasonable notice, to the officers, employees and other personnel, attorneys, accountants, lenders and other representatives, records and files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position and results of operations, or otherwise pertaining to the business, operations, and affairs of the Longhorn Entities, including inspection of such properties. Notwithstanding the foregoing, no Longhorn Entity shall be required to provide any information that (x) it reasonably believes it may not provide to Buyer by reason of Legal Requirements, (y) the disclosure of which would reasonably be expected to jeopardize applicable attorney/client privilege or work product protections; provided that Buyer and Seller shall consider in good faith on a case-by-case basis whether such privilege or protection may be preserved by entering into a common interest agreement, joint defense agreement or similar arrangement, or (z) it is required to keep confidential by reason of contract or agreement with third parties, provided that in lieu of providing any such contract or agreement Longhorn provides Buyer with a reasonably detailed summary of the material terms thereof. All requests for site visits and related discussions or questions regarding procedures shall be coordinated with the chief financial officer or chief legal officer of Seller, unless such individual directs otherwise, and in no event shall Buyer or anyone on Buyer’s behalf communicate with any past, present or prospective supplier, customer, consultant, creditor, bank or employee of Seller or any Longhorn Entity, or with any Governmental Entity, concerning or related to the Transactions contemplated by this Agreement, unless Seller consents in advance to such communication, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the term “inspection” herein shall not encompass, and neither Buyer nor its Representatives shall be entitled to conduct (except as may be consented to in writing by Seller in its sole discretion), any Phase I review (whether conducted pursuant to applicable ASTM standards or otherwise) or any invasive, surface or subsurface testing or sampling, whether contemplated by any on-site investigation conducted in accordance with Section 7 the current ASTM standards for the conduct of a Phase II on-site investigation or the Acceptance Time (the “Pre-Closing Period”otherwise, including any soil borings, hand borings, geoprobes, test pits or monitoring wxxxx. IN CONNECTION WITH ANY ENVIRONMENTAL DUE DILIGENCE, SUBJECT TO SECTIONS 7.2(d) and 7.2(f)(vii), subject to applicable Legal Requirements BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER, THE LONGHORN ENTITIES AND EACH OF THE BUYER INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES (including attorney-client privilege AS DEFINED IN SECTION 10.2(a)(i) AND BELOW IN THIS SECTION 5.1) ARISING OUT OF OR RELATING TO THE DUE DILIGENCE CONDUCTED BY, BUT ONLY TO THE EXTENT CAUSED BY, BUYER, BUYER’S AFFILIATES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATES’ BEHALF, IN CONNECTION WITH ANY REAL PROPERTY SITE VISITS, REAL PROPERTY SITE INSPECTIONS AND ANY SAMPLING OF ANY ENVIRONMENTAL MEDIA FROM ANY REAL PROPERTY (IF AND TO THE EXTENT SELLER CONSENTS TO SUCH ACTIVITIES). Without limiting the foregoing, for purposes of this Section 5.1, “Damages” includes demands, claims, lawsuits, causes of action, losses, investigations and work product doctrine) other proceedings, and other elements of “Damages” related thereto, brought by or asserted by the Longhorn Entities’ customers and the terms owners of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company affected Leased Real Property. Buyer shall, and shall cause its Subsidiaries and each of their respective Representatives to: (a) provide the Representatives of Parent with reasonable access during normal business hours to its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any conduct of the other Contemplated Transactions a reasonable time due diligence investigations described in advance this Section 5.1, comply fully with all rules, regulations, policies and instructions reasonably issued by Seller or the Longhorn Entities and provided to Buyer regarding such Person’s actions while upon, entering or leaving any Real Property. Buyer shall not, and shall cause its Representatives not to, unreasonably interfere with the day-to-day operations of the filing or sending of such document Business in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose conducting any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreementdue diligence activities.

Access and Investigation. During Subject to the Confidentiality Agreement, during the period commencing on the date of this Agreement Date and ending as of on the earlier of the Effective Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 6.1 (such period being referred to herein as the “Pre-Closing Interim Period”), the Company shall, and shall cause its Representatives to: (i) provide Parent, Parent’s Representatives, and other parties thereto (and the Financing Sources and their respective representatives, to the extent required by the Debt Commitment Letter) with reasonable access during normal business hours to the Company Service Providers and the Company’s books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, Contracts and other documents and information relating to the Company; and (ii) provide Parent, Parent’s Representatives (and in the case of the Financing Sources and their respective representatives, to the extent required by the Debt Commitment Letter) with such copies of the books, records, Tax Returns, work papers, Contracts and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Parent, Parent’s Representatives and other parties thereto may reasonably request in connection with the consummation of the Merger; provided, that (x) any investigation conducted pursuant to the access contemplated by this Section 4.1 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or the Company Subsidiaries or, create a material risk of damage or destruction to any material property or material assets of the Company or the Company Subsidiaries, and that complies with the terms, conditions and insurance requirements of the applicable Real Property Lease, (y) during the Go-Shop Period, the Company, Parent and Merger Sub shall coordinate requests for access in accordance with the procedures set forth on Section 4.1(ii)(y) of the Company Disclosure Schedule and (z) subject to 37 the proviso in clause (x), from and after the No-Shop Period Start Date, the Company shall use its commercially reasonable efforts to, and shall instruct its Representatives to reasonably cooperate with the information requests regarding the matters identified on Section 4.1(ii)(z) of the Company Disclosure Schedule, to the extent that such information is reasonably available to the Company, provided, that neither the Company nor any Company Subsidiary shall be required to pay any fees or incur any liability in connection with such matters prior to the Effective Time. Information obtained by Merger Sub or Parent pursuant to this Section 4.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 4.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would or would reasonably be expected to: (A) violate any of its or its Affiliates’ respective obligations with respect to confidentiality; (B) result in a violation of applicable Legal Requirements Law; (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine; (D) and result in the terms disclosure of any confidentiality restrictions under Contracts trade secrets of any third party, or (E) violate or cause a default under, or give a third party as of the date hereof (subject right to an obligation of terminate or accelerate the rights under, a Material Contract; provided, that, to the extent not prohibited by applicable party to use commercially reasonable efforts to cause such restrictions to be waived)Law, upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: (aA) provide give reasonable notice to Parent of the Representatives of Parent with reasonable fact that it is restricting or otherwise prohibiting access during normal business hours to its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity documents or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be 4.1; (B) inform Parent with sufficient detail of the reason for such restriction or prohibition; and (C) use, and cause the Company Subsidiaries to use, reasonable best efforts to cause the documents or information that are subject to the Confidentiality Agreementsuch restriction or prohibition to be provided in a manner that would not reasonably be expected to violate such restriction or prohibition.

Access and Investigation. During Except as prohibited by applicable Legal Requirements, during the period commencing on from the date of this Agreement and ending as of continuing until the earlier of the termination of this Agreement in accordance with pursuant to Section 7 8 or the Acceptance Time Closing (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and Affiliates to, and the Company shall direct each of their respective its Representatives to: (a) provide the Representatives of Parent Purchaser and Purchaser’s Affiliates and Representatives, upon reasonable prior notice, with reasonable access during normal business hours to its Representatives the Acquired Companies’ premises, Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity the Acquired Companies; provided, however, that no Acquired Company shall be required to: (a) take any action that would constitute a waiver of attorney-client or other similar legal privilege or would divulge any of its Subsidiaries, in each case as reasonably requested Seller’s confidential information not related to any Acquired Company or the transactions contemplated by Parentthis Agreement; and or (b) supply Purchaser with any information that the Sellers’ Representative reasonably determines that any Acquired Company is under a contractual or legal obligation not to supply; provided, further that, if any Acquired Company does not disclose any information in reliance on the foregoing clauses “(a)” and “(b)” (after receiving a request for any such information from Purchaser), it shall provide notice to Purchaser that it is withholding such information and shall use commercially reasonable efforts to allow access or disclosure, to the Representatives of Parent with such copies fullest extent feasible, of the existing books, records, Tax Returns, work papers and other documents and applicable information relating to in a manner that would not result in the basis for such Entity and its Subsidiaries as reasonably requested by Parentnondisclosure. Without limiting the generality of any of the foregoing, during During the Pre-Closing Period Period, Purchaser may, with the prior consent of the Sellers’ Representative (but subject not to applicable Legal Requirementsbe unreasonably withheld, conditioned or delayed), make inquiries of Persons having business relationships with the Acquired Companies; provided, further, that Purchaser shall coordinate all contact with such Persons through the Sellers’ Representative or its designee and the Acquired Company shall, and except in the case of any document relating to any Acquisition Proposalshall cause its Subsidiaries to, Superior Offer or Triggering Event), the Company facilitate and Parent shall each promptly provide the other reasonably cooperate with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreementpermitted inquiries.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of continuing until the earlier of the termination of this Agreement in accordance with pursuant to Section 7 8 or the Acceptance Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)Company, upon reasonable advanced written notice the Company received by Parent, shall, and shall cause its Subsidiaries and ensure that each of the Acquired Companies and its and their respective Representatives toRepresentatives: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by ParentAcquired Company; and (b) provide the Parent and Parent’s Representatives of Parent with such copies of the such existing books, records, Tax Returns, work papers and other documents and information relating to each Acquired Company necessary for purposes of post-Closing integration, and with such Entity additional financial, operating and its Subsidiaries other data and information regarding each Acquired Company, as Parent may reasonably requested request; provided that any such access (i) shall be conducted at Parent’s expense, under the supervision of appropriate personnel designated by Parentthe Company, (ii) in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and (iii) shall not unreasonably interfere with the normal operation of the business of the Acquired Companies nor create a material risk of damage or destruction to any material assets or property of the Company. During the Pre-Closing Period, Parent may make inquiries to the Company of Persons having business relationships with each Acquired Company (including suppliers, licensors and customers) and the Company shall, and shall ensure that each of the Acquired Companies, help facilitate (and shall cooperate fully with Parent in connection with) such inquiries. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Period, the Company shall, and Parent shall ensure that each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Acquired Companies, reasonably cooperate with Parent or Purchaser in connection with the Merger or any to facilitate Parent’s due diligence review of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereofAcquired Companies’ third-party suppliers and distributors. Nothing herein shall require the Company or Parent to disclose any information ifto Parent if such disclosure would, under in the Company’s reasonable discretion, based on the advice of outside legal counsel, such disclosure would jeopardize risk (i) jeopardizing any attorney-client or other legal privilege or (ii) contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate Agreement (including any confidentiality agreement to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreementwhich any Acquired Company is a party).

Access and Investigation. (a) During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives and the Acquired Corporations’ Representatives, personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) provide the furnish promptly to Parent and Parent’s and its Subsidiaries’ Representatives of Parent with such copies of the existing books, contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such Entity additional financial, operating and its Subsidiaries other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably requested by request; provided, however, that any such access shall be conducted at Parent. Without limiting ’s expense, at a reasonable time, under the generality supervision of any appropriate personnel of the foregoingCompany, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated January 12, 2015, between the Company and Parent (the “Confidentiality Agreement”). In addition, subject to applicable Law, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Period, the parties shall coordinate with each other and the other’s Representatives with respect to communications with Company Associates and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any customers and vendors of the Target Companies or Parent or Purchaser Company regarding post-Closing transition, integration and related matters; provided, however, that any such communications shall be conducted in connection such a manner as to not interfere with the Merger or any normal operation of the other Contemplated Transactions a reasonable time in advance business of the filing or sending of such document in order to permit a review thereof. Company. (b) Nothing herein shall require the Company or Parent to disclose any information ifto Parent if such disclosure would, under in the Company’s reasonable advice of judgment after consultation with outside legal counsel, such disclosure would (i) jeopardize any attorney-attorney client or other legal privilege (provided, that the Company will nonetheless provide Parent and the applicable Representatives of Parent with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged analyses so long as such privilege will not be jeopardized thereby) or (ii) contravene any applicable Legal Requirement Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided , including any confidentiality agreement to which the Company or its Affiliates is a party (provided, that the parties Company shall cooperate use its commercially reasonable efforts to disclose obtain the portion consent of any such information that would not jeopardize agreement’s counterparty to such privilege inspection or contravene such Legal Requirements or binding agreementsdisclosure). All information exchanged pursuant The Company and Parent will each use its commercially reasonable efforts to this Section 4.1 shall be subject make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the Confidentiality Agreementrestrictions of the preceding sentence apply.

Access and Investigation. During the period commencing on Between the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”)Date, subject to applicable Legal Requirements (including attorney-client privilege Sellers will, and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to will cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: , (a) provide afford Purchaser and its Representatives (collectively, the Representatives of Parent with “Altisource Advisors”) reasonable access during normal business hours to the Company, and its Representatives personnel, payroll information, Facilities, properties, contracts, books and assets and to all existing books, records, Tax ReturnsOrganizational Documents and minute records, work papers and other documents and information relating to such Entity or any data of its Subsidiariesthe Company, in each case as reasonably requested by Parent; and (b) provide the Representatives furnish Altisource Advisors with copies of Parent all such contracts, books and records, and other existing documents and data as Altisource Advisors may reasonably request, and (c) furnish Altisource Advisors with such copies of the existing booksadditional financial, recordspayroll, Tax Returnsoperating, work papers and other documents data and information relating to such Entity and its Subsidiaries as Altisource Advisors may reasonably requested by Parentrequest. Without limiting the generality of any of Notwithstanding the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent Sellers shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent not be required to disclose any information if, under to Purchaser and the reasonable advice of counsel, Altisource Advisors if such disclosure would jeopardize any attorney-client privilege would, in the Company’s reasonable discretion: (i) result in disclosure of information or materials protected by attorney client, attorney work product or other legally recognized privileges or immunity from disclosure or (ii) contravene any applicable Legal Requirement Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate provided, however, contemporaneously with Sellers’ election not to disclose information to Purchaser pursuant to the portion foregoing provisions, Sellers shall provide a written summary to Purchaser describing the reasons for non-disclosure and a general summary of the matters to which such information relates. Purchaser agrees that would its investigation shall be conducted in such a manner as not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged to interfere unreasonably with the operations of the Company, and in discharging its obligations pursuant to this Section 4.1 5.1. Purchaser and the Altisource Advisors shall not speak to any of the employees, customers, distributors or suppliers of the Company without the prior written consent of an officer of the Company, and any such communications permitted by the Company shall be subject to made in the Confidentiality Agreementpresence of a designated representative of the Company.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of until the earlier of the Effective Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 7.1 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and each of its and their respective Representatives to: (a) , provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours (including electronic access) to its Representatives each of the Acquired Company’s properties, personnel, offices, books and assets and to all existing books, records, Tax ReturnsContracts, commitments, work papers papers, and other documents and information relating to such Entity the Company (other than any of the foregoing to the extent specifically related to the negotiation and execution of this Agreement or any sale process preceding the execution and delivery of its Subsidiariesthis Agreement, or, except as expressly provided in Section 4.1 or Section 5.1, to any Acquisition Proposal), in each case as Parent reasonably requested by requests; provided, however, that any such access shall be conducted at Parent; ’s sole cost and (b) provide the Representatives of Parent with such copies of the existing booksexpense, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions at a reasonable time in advance during the Company’s normal business hours, under the supervision of appropriate personnel of the filing or sending Company, and in such a manner as not to unreasonably interfere with the normal operation of such document in order the business of the Company, and shall be subject to permit a review thereofthe Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require the Company to permit any inspection or Parent physical testing of real property that in the reasonable judgement of the Company would be detrimental to the Acquired Companies’ business or operations if the Transactions are not consummated nor shall anything herein require the Company to disclose any information if, under the reasonable advice of counsel, to Parent if such disclosure would reasonably be expected to (i) jeopardize any attorney-client or other legal privilege (provided, that the Company shall use its reasonable best efforts to allow the disclosure of such document or information (or as much of it as possible) in a manner that does not result in a loss of attorney-client or other legal privilege), (ii) contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this AgreementAgreement (including any confidentiality agreement to which the Company or its Affiliates is a party); provided provided, that the parties Company shall cooperate use its commercially reasonable efforts to disclose take actions to allow the portion disclosure of such document or information (or as much of it as possible) in a manner that would does not jeopardize such privilege or contravene such applicable Legal Requirements Requirement or binding agreementsagreement; provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines, after consultation with outside legal counsel, that doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws, or (iii) result in the disclosure of any valuations of the Company prepared in connection with the Transactions or any other strategic alternative. With respect to the information disclosed pursuant to this Section 4.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated March 14, 2023, between the Company and Parent, and amended by that certain Confidentiality Agreement Extension Amendment, dated June 25, 2024, between the Company and Parent (the “Confidentiality Agreement”). All requests for information exchanged made pursuant to this Section 4.1 shall be subject directed to the Confidentiality Agreementexecutive officer or other Person designated by the Company.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as through the acceptance of shares of Company Common Stock for purchase pursuant to the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time Offer (the “"Pre-Closing Period”"), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Companies to: (a) provide the Parent and Parent's Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Companies' Representatives, personnel and assets Assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Companies; and (b) provide the Parent and Parent's Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such Entity additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; (c) provide to Parent all information concerning the Acquired Companies' business that Parent reasonably requests; (d) permit Parent and its Subsidiaries as reasonably requested by Parent. Representatives to contact major customers of the businesses of the Acquired Companies; provided, however, that any customer contact shall be coordinated through senior management of the Company (and Company counsel), and the Company shall have the right to approve in advance the script, if any, to be used in connection with such customer contact; and (e) advise Parent of any changes in the shares of Company Common Stock being held in escrow in connection with the acquisition of Altra Software Services, Inc. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall each promptly provide during the other Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (a) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (b) the failure by it to comply with copies or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (c) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Material Adverse Effect, or (d) the commencement of any litigation or Proceeding against or affecting this Agreement, the Offer or the Merger. Notwithstanding anything in this Section 5.1 to the contrary, no notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged given pursuant to this Section 4.1 5.1 shall be subject to have any effect on the Confidentiality Agreementrepresentations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.

Access and Investigation. (a) During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of the other Acquired Companies to, and shall use its commercially reasonable efforts to cause its and their respective Representatives to: (ai) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Companies’ Representatives, personnel, properties and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Companies; and (bii) provide the Parent and Parent’s Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies and with such Entity additional financial, operating and its Subsidiaries other data and information regarding the Acquired Companies, in each case, (A) as Parent may reasonably requested by Parentrequest, (B) under the supervision of appropriate personnel of the Company, (C) in such a manner not to unreasonably interfere with the usual operation of the Acquired Companies, (D) to the extent reasonably related to the Contemplated Transactions and (E) with respect to books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, additional financial, operating and other data and information regarding the Acquired Companies, solely to the extent such items are in the possession or control of the Acquired Companies or any of their respective Representatives. Without limiting the generality of any of the foregoingforegoing (but subject to the limitations in the preceding sentence), during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Period, the Company and Parent shall each promptly as soon as reasonably practicable provide the other Parent, upon request, with copies of any notice, report all material operating and financial reports prepared by the Acquired Companies for the Company’s CEO or other document filed with or sent to any Governmental Body on behalf of any of CFO. Notwithstanding the Target Companies or Parent or Purchaser foregoing: (1) nothing in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein this Section 4.1(a) shall require the any Acquired Company or Parent its Representatives to disclose any information to Parent or Parent’s Representatives if, under in the reasonable advice and good faith judgment of counselthe Company, such disclosure (v) relates to the strategic process known as “Project Airport”, (w) would violate any applicable law, (x) would jeopardize any the attorney-client privilege, work-product doctrine or other legal privilege or contravene held by any applicable Legal Requirement or binding agreement Acquired Company, (y) is prohibited pursuant to the terms of confidentiality provisions in a Company Contract with a third party entered into prior to the date of this Agreement or (z) would violate the Clean Team Agreement; provided that the parties shall cooperate and (2) if any Acquired Company does not provide or cause its Representatives to disclose the portion of provide such access or such information in reliance on clause “(1)” of this sentence, then the Company shall as soon as reasonably practicable (and in any event within three (1) (x)”, “ (1) (y)” or “ (1) (z)” shall use its commercially reasonable efforts to provide the applicable information in a way that would not violate such law, jeopardize such privilege privilege, violate such Company Contract or contravene such Legal Requirements or binding agreementsviolate the Clean Team Agreement. (b) The Confidentiality Agreement (other than Sections 12 and 13 thereof) shall remain in full force and effect in accordance with its terms until the Effective Time, at which time the Confidentiality Agreement shall automatically terminate without further action. All information exchanged pursuant to this Section 4.1 shall be subject to obligations of the Acquired Companies and the Parent Entities’ obligations under Sections 12 and 13 of the Confidentiality Agreement shall terminate upon the execution and delivery of this Agreement.

Access and Investigation. During Subject to Section 5.10, during the period commencing on the date of this Agreement Date and ending as of on the earlier of the termination of this Agreement in accordance with Section 7 or and the Acceptance Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of its and their respective Representatives to: (a) following a request from Parent to the Company in accordance with this Section 4.1, provide the Parent and Parent’s Representatives of Parent (including financing sources and their Representatives) with reasonable access during normal business hours to its the Acquired Corporations’ Representatives, books, records, Tax Returns, material operating and financial reports, work papers and other documents and information relating to the Acquired Corporations; (b) following a request from Parent to the Company in accordance with this Section 4.1, provide Parent and Parent’s Representatives (including financing sources and assets and to all existing their Representatives) with such copies of the books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such Entity or any of its Subsidiariesadditional financial, in each case operating and other data and information regarding the Acquired Corporations, as Parent may reasonably requested by Parentrequest; and (bc) provide permit Parent’s Representatives to meet, upon reasonable notice and during normal business hours, with the Representatives of Parent with such copies chief financial officer and other officers and managers of the existing books, records, Tax Returns, work papers Company responsible for the Company’s financial statements and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any internal controls of the foregoing, during Acquired Corporations to discuss such matters as Parent may reasonably deem necessary or appropriate in order to enable Parent to satisfy its obligations under the PreSxxxxxxx-Closing Period (but subject to applicable Legal Requirements, Xxxxx Act and except in the case of any document rules and regulations relating to any Acquisition Proposal, Superior Offer thereto or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser otherwise in connection with the Merger or any Merger. Parent shall schedule and coordinate all inspections only with the designated Representative of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or the designated Representatives of Gxxxxxx, Sachs & Co., and shall request such matters a reasonable amount of time in advance, specifying the inspection or materials that Parent or Parent’s Representatives intend to conduct. The Company shall be entitled to have Representatives present at all times during any such inspection and the inspections shall take place at mutually convenient times. Notwithstanding the foregoing, the Acquired Corporations shall not be required to provide access to or to disclose any information if, under the reasonable advice of counsel, where such access or disclosure would jeopardize any the attorney-client privilege of the Acquired Corporations or contravene any applicable Legal Requirement or binding agreement entered into prior to the date Agreement Date. The relevant parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreementpreceding sentence apply.

Access and Investigation. (a) During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time and the termination of this Agreement in accordance with pursuant to the terms of Section 7 or the Acceptance Time 8.1 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company and Parent each shall, and shall cause its Subsidiaries and ensure that each of their respective Representatives toSubsidiaries and its and their respective Representatives: (ai) provide the other Party and its Representatives of Parent with reasonable access during normal business hours to its Representatives and its Subsidiaries’ Representatives, personnel, properties, facilities and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its SubsidiariesContracts, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent with such copies of the existing books, records, Tax Returnspermits, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoinginformation, in each case upon reasonable advance notice, during the Pre-Closing Period (but subject to applicable Legal Requirementsnormal business hours, in accordance with reasonable procedures established by Parent and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide in a manner that does not unreasonably interfere with the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any normal operation of the Target business of the Acquired Companies or Parent and its Subsidiaries, as the case may be; provided that, with respect to the Company, the access to be granted to it under this clause (i) shall be limited to what is reasonably required by the Company for purposes of enforcing its rights and claims under this Agreement; (ii) instruct its and its Subsidiaries’ employees, counsel, accountants and other Representatives, in each case, as appropriate or Purchaser relevant to reasonably cooperate with Parent or the Company, as the case may be, in good faith in connection with the Merger foregoing; and (iii) maintain in operation the electronic data room made available by the Company to Parent or any by Parent to the Company, as the case may be, in connection with the Contemplated Transactions and continue to provide the other Party and its Representatives with access through such electronic data room to all information contained therein as of the other Contemplated Transactions a reasonable time date of this Agreement to the same extent provided prior to the date hereof. (b) Notwithstanding anything in advance clause (a) of this Section 4.1, no Party shall be required to afford access or furnish information to the filing or sending of extent that such document in order information is subject to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any an attorney-client privilege or contravene any applicable Legal Requirement the attorney work product doctrine or binding agreement entered into prior to that affording such access or furnishing such information would, in the date of this Agreement; provided that the parties shall cooperate to disclose the portion opinion of such information that would not jeopardize such privilege Party’s outside counsel, violate Applicable Laws or contravene such Legal Requirements or binding agreements. an existing Contract. (c) All information exchanged pursuant to furnished by either Party under clause (a) of this Section 4.1 shall be subject to the terms and provisions of the Confidentiality Agreement.. US-LEGAL-11446530/6 174293-0017 3089529.v7

Access and Investigation. During the period commencing on Between the date of this Agreement and ending as of the earlier of Closing Date, the termination of this Agreement in accordance with Section 7 or Sellers will, and will cause each Acquired Company and its Representatives to, (a) give the Acceptance Time Buyer and its Representatives and prospective lenders and their Representatives (collectively, the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine"Buyer's Advisors") and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)access, upon reasonable notice the Company shalladvance notice, to each Acquired Company's personnel, properties, Contracts, books and shall cause its Subsidiaries and each of their respective Representatives to: (a) provide the Representatives of Parent with reasonable access during normal business hours to its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and data, (b) furnish the Buyer and the Buyer's Advisors with copies of all these Contracts, books and records, and other existing documents and data the Buyer reasonably requests, and (c) furnish the Buyer and the Buyer's Advisors with any additional financial, operating, and other data and information relating to such Entity or any of its Subsidiariesas the Buyer reasonably requests, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to any applicable Legal Requirementslegal or contractual requirements. From time to time prior to the Closing, and except in the case of any document relating Sellers will supplement the Disclosure Schedules with respect to any Acquisition Proposalmatter not reflected that, Superior Offer if existing at, or Triggering Event)occurring on, the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; Agreement would be required to be set forth or described in the Disclosure Schedules. No supplement or amendment of the Disclosure Schedules made after the execution of this Agreement will be deemed to cure any breach of any representation or warranty of the Sellers in this Agreement or limit the rights and remedies provided that in Section 9. 1. The Sellers will give the parties shall cooperate Buyer notice promptly after either of them becomes aware of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would reasonably be expected to disclose cause (A) any representation or warranty in this Agreement to be untrue or inaccurate in any material respect, (B) any condition to Closing not be satisfied, and (ii) any material failure of either Seller to perform or comply with any covenant or agreement to be complied with or satisfied by it under this Agreement but (x) the portion delivery of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged any notice pursuant to this Section 4.1 shall section will not limit or otherwise affect the remedies available under this Agreement and (y) giving of such notice will not be subject required from and after the time that the Buyer has actual knowledge of the information required to the Confidentiality Agreementbe included in such notice.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of until the earlier of the Effective Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 7.1 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: (a) provide the Representatives of the Company to, provide Parent and Parent’s Representatives with reasonable access during normal business hours to its the Company’s Representatives and assets the Company’s properties, offices, books and to all existing books, records, Tax ReturnsContracts, work papers commitments and personnel (other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of than any of the foregoingforegoing to the extent specifically related to the negotiation and execution of this Agreement or any sale process preceding the execution and delivery of this Agreement, or, except as provided in Section 5.3 or Section 5.4, to any Acquisition Proposal), including all reasonably requested information regarding the business of the Company and such additional financial, operating and other data and information regarding the Company (provided, that in the case of correspondence with the FDA received by the Company during this period, the Company shall promptly make available copies of such correspondence in an electronic data room maintained by the Company, regardless of whether or not Parent has made any request regarding the same); provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time during the Company’s normal business hours, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company, and shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include invasive testing. In addition, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Period, the Company shall promptly inform Parent of, and, wherever practicable give the Parent reasonable advance notice of, and Parent the opportunity to participate in (as status of observer), any formal prescheduled teleconference or in person meeting with the FDA or any other equivalent Governmental Body; provided, that Parent’s participation shall each promptly provide be limited to no more than two Representatives of Parent, be conducted at Parent’s expense, under the other with copies supervision of any notice, report or other document filed with or sent to any Governmental Body on behalf of any appropriate personnel of the Target Companies or Parent or Purchaser Company and in connection such a manner as not to unreasonably interfere with the Merger Company’s objectives, conduct or any of participation in the other Contemplated Transactions a reasonable time in advance of the filing teleconference or sending of such document in order to permit a review thereofmeeting. Nothing herein shall require the Company to permit any inspection or Parent to disclose any information ifinformation, under that in the reasonable advice discretion of the Company (after consultation with its outside legal counsel, such disclosure ) would (i) jeopardize any attorney-client client, work-product doctrine or other applicable legal privilege (provided, that the Company shall reasonably cooperate with Parent to allow the disclosure of such document or information (or as much of it as possible) in a manner that would not result in a loss of such privilege), or (ii) contravene any applicable Legal Requirement or binding agreement Contract entered into prior to the date of this Agreement; provided that Agreement (including any confidentiality agreement to which the parties shall cooperate Company or its Affiliates is a party) so long as the Company has reasonably cooperated with Parent to disclose permit disclosure to the portion of such information that would not jeopardize such privilege or contravene such extent permitted by Legal Requirements or binding agreementsthe applicable Contract; provided, further, that information may be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to outside counsel for Parent, to the extent the Company determines (after consultation with its outside legal counsel) that doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. All With respect to the information exchanged disclosed pursuant to this Section 4.1 5.1, Parent shall be subject comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement, dated February 2, 2024, between the Company and Parent (as amended or supplemented from time to time, the “Confidentiality Agreement”).

Access and Investigation. During the period commencing on from the date of this Agreement and ending as through the acceptance of shares of Company Common Stock for purchase pursuant to the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time Offer (the “"Pre-Closing Period”"), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Companies to: (a) provide the Parent and Parent's Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Companies' Representatives, personnel and assets Assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Companies; and (b) provide the Parent and Parent's Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such Entity additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies; and (d) permit Parent and its Subsidiaries as reasonably requested by ParentRepresentatives to contact major customers of the businesses of the Acquired Companies; provided, however, that any customer contact shall be coordinated through senior management of the Company (and Company counsel), and the Company shall have the right to approve in advance the script, if any, to be used in connection with such customer contact (such approval not to be unreasonably withheld). Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall each promptly provide during the other Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (a) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (b) the failure by it to comply with copies or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (c) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Material Adverse Effect, and (d) the commencement of any litigation or Proceeding against or affecting this Agreement, the Offer or the Merger. Notwithstanding anything in this Section 5.1 to the contrary, no notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged given pursuant to this Section 4.1 5.1 shall be subject to have any effect on the Confidentiality Agreementrepresentations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of through the earlier of (1) the Effective Time and (2) the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 8.1 (the “Pre-Closing Period”), subject (y) upon reasonably prior written notice and (z) to the extent permitted by applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)Requirements, upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Entities to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Entities’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Entities; and (b) provide the Parent and Parent’s Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Entities, and with such Entity additional financial, operating and its Subsidiaries other data and information regarding the Acquired Entities, as Parent may reasonably requested by Parent. Without limiting request, provided, however, that the generality of Company shall not be required to provide access to any information or documents which would, in the reasonable judgment of the foregoingCompany, during the Pre-Closing Period (but subject to applicable Legal Requirementsi) breach in any material way any agreement with any Person or group other than Parent, Acquisition Sub and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement their Affiliates entered into prior to the date of this Agreement; provided hereof (provided, that the parties Company shall cooperate use its commercially reasonable efforts to obtain the consent of any such agreement’s counterparty to such inspection or disclosure), or (ii) constitute a waiver of or otherwise jeopardize the attorney-client or other privilege held by the Company so long as the Company has taken all reasonable steps to permit inspection of or to disclose the portion of such information on a basis that would does not jeopardize such compromise the Company’s privilege or contravene such Legal Requirements or binding agreements. All with respect thereto (provided, that the Company will nonetheless provide Parent and the applicable Representatives of Parent with appropriate information exchanged pursuant to this Section 4.1 shall be subject to regarding the Confidentiality Agreement.factual basis underlying any circumstances

Access and Investigation. (a) During the period commencing on the date of this Agreement and ending as of continuing until the earlier of the termination of this Agreement in accordance with pursuant to Section 7 8 or the Acceptance Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries Representatives and each of the Acquired Companies and their respective Representatives to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; the Acquired Companies and (b) provide the Parent and Parent’s Representatives of Parent with such copies of the existing such books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such Entity additional financial, operating and its Subsidiaries other data and other information regarding the Acquired Companies, as Parent may reasonably requested by Parentrequest, in each case to the extent the provision of such information would not violate any applicable Legal Requirement. Without limiting the generality of any of the foregoing, during During the Pre-Closing Period Period, Parent and its Representatives may make inquiries of Persons having business relationships with the Acquired Companies (but subject to applicable Legal Requirementsincluding suppliers, licensors and customers), and except the Company shall ensure that each Acquired Company and its Representatives facilitate (and cooperate fully with Parent in connection with) such inquiries. In exercising any of its rights hereunder, Parent shall conduct itself so as not to materially intentionally interfere in the case conduct of any document relating the Acquired Companies or their respective businesses prior to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of Closing. Notwithstanding any of the Target Companies or Parent or Purchaser in connection with foregoing to the Merger or any contrary, during the period commencing on the date of this Agreement and continuing through the Pre-Closing Period, none of the other Contemplated Transactions a reasonable time in advance of the filing Acquired Companies shall be required to provide access to or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, where such access or disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement Requirement, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate Agreement or would reasonably be expected to disclose the portion violate or result in a loss or impairment of such information that would not jeopardize such privilege any attorney-client or contravene such Legal Requirements or binding agreementswork product privilege. All information exchanged and access to information provided to Parent or any of its Representatives pursuant to this Section 4.1 4.1(a) shall be subject to the confidentiality provisions of the Confidentiality Agreement. (b) The Company shall deliver to Parent, as soon as practicable and in any event within 30 days after the end of each monthly accounting period that ends during the Pre-Closing Period, unaudited consolidated financial statements of the Acquired Companies (consisting of a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows) as of the end of and for such monthly accounting period, prepared in accordance with GAAP, with the exception of footnotes required by GAAP; provided, however, that with respect to February 2017, the Company shall deliver to Parent, as soon as practicable and in any event no later than March 20, 2017, unaudited consolidated financial statements of the Acquired Companies (consisting of a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows) for the two-month period ended February 28, 2017, prepared in accordance with GAAP, with the exception of footnotes required by GAAP.

Access and Investigation. During the period commencing on (a) From the date hereof and prior to the earlier to occur of the Closing Date, or the date that this Agreement and ending as of the earlier of the termination of this Agreement is terminated in accordance with Section 7 Article IX, except as otherwise provided herein or in any of the Acceptance Time Transaction Documents or as required by Applicable Law, Seller shall (and shall cause Medegen and Medegen Parent to) cooperate with Buyer in its investigation of the “Pre-Closing Period”)Business and its properties, to permit Buyer and its authorized representatives, at the sole cost of Buyer, to (i) have reasonable access, subject to applicable Legal Requirements (including a reasonable claim of attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)privilege, upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: (a) provide the Representatives of Parent with reasonable access during normal business hours and with reasonable prior written notice to its Representatives (x) Medegen’s books and assets records and (y) to all existing booksthe extent related to the Business, Seller’s books and records, Tax Returns, work papers (ii) visit and other documents and information relating to such Entity or visually inspect any of its Subsidiariesthe Owned Real Property and the Leased Real Property, in each case as reasonably requested by Parentduring normal business hours and with reasonable prior written notice, and (iii) discuss the Business’s books and records, proprietary financial position and results of operations, or otherwise pertaining to the Business’s operations, affairs, finances and accounts with key employees of Seller, with respect to the Business, or Medegen, identified on Schedule 5.1(a); and provided, however, that Buyer shall coordinate all contact with any of the key employees through Seller’s Representative. (b) provide Subject to Section 6.5, all information concerning the Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating Business furnished or provided by Seller or its Affiliates to such Entity and Buyer or its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period representatives (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer whether furnished before or Triggering Event), the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to after the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 ) shall be held subject to the confidentiality agreement between Seller and Parent, dated as of February 12, 2013 (the “Confidentiality Agreement”); provided, however, that the obligations of Parent and its Affiliates in Section 1 of the Confidentiality Agreement as it relates to Information (as defined in the Confidentiality Agreement) not related to the Business shall survive until the third anniversary of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, neither Seller nor any of its Affiliates shall have any obligation to make available or provide to Buyer or its representatives a copy of any Tax Return filed by Seller, or any of its Affiliates, or any related materials other than Tax Returns and related materials to the extent they relate exclusively to Medegen.

Access and Investigation. (a) During the period commencing on from the date of this Agreement and ending as of through the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time Closing Date (the “"Pre-Closing Period”"), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: (a) provide the Parent and Parent's Representatives of Parent with reasonable access during normal business hours to its Representatives the Company's personnel and assets and to all existing books, records, Tax Returnstax returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Company; and (b) provide the Parent and Parent's Representatives of Parent with such copies of the such existing books, records, Tax Returnstax returns, work papers and other documents and information relating to the Company, and with such Entity additional financial, operating and its Subsidiaries other data and information regarding the Company, as Parent may reasonably requested by request. (b) During the Pre-Closing Period, Parent shall: (a) provide the Company and the Company's Representatives with reasonable access to the Parent. Without limiting 's personnel and assets and to all existing books, records, tax returns, work papers and other documents and information relating to Parent; and (b) provide the generality Company and the Company's Representatives with copies of any of such existing books, records, tax returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the foregoing, Company may reasonably request. (c) All information provided during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer by Parent or Triggering Event), the Company and Parent shall each promptly provide to the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser other's Representatives in connection with any investigation hereunder or pursuant to the Merger or any negotiation and execution of this Agreement and the consummation of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 transactions contemplated hereby shall be subject to the Confidentiality provisions of the Mutual Nondisclosure Agreement between Parent and the Company dated as of May 14, 1999 (the "Nondisclosure Agreement"), which shall remain in full force and effect. Except for information set forth in the Disclosure Schedule or the attachments thereto, no information obtained in any investigation shall effect or be deemed to modify any representation or warranty contained in this Agreement.

Access and Investigation. (a) During the period commencing on from the date of this Agreement and ending as of until the earlier of the Effective Time and the termination of this Agreement in accordance with pursuant to Section 7 or the Acceptance Time 8 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: (a) , provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives the Company’s Representatives, designated personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and such Entity additional financial, operating and other data and information regarding the Company, as Parent may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Any such access shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require the Company to disclose any information to Parent if such disclosure would, in its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Legal Requirement or Contract (so long as the Company has reasonably cooperated with Parent to permit disclosure to the extent permitted by Legal Requirements or the contractual counterparty); provided, however, in the case of clause (ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably (in the good faith belief of the Company (after consultation with outside counsel)) be managed through the use of customary “clean room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Mutual Confidential Disclosure Agreement, effective as of January 7, 2020, between the Company and Parent (the “Confidentiality Agreement”). (i) Subject to applicable Legal Requirements, each of the Company and Parent shall promptly notify the other of (A) any notice or other communication received by such Party from any Governmental Body in connection with this Agreement, the Offer, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other Transactions; or (B) any Legal Proceeding commenced or, to any Party’s knowledge, threatened in writing against, such Party or any of its Subsidiaries or otherwise relating to, involving or affecting such Party or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent with such copies of the existing booksin connection with, records, Tax Returns, work papers and other documents and information arising from or otherwise relating to such Entity and its Subsidiaries as the Offer, the Merger or any other Transaction. (ii) (A) The Company shall give prompt notice to Parent of any change, circumstance, condition, development, effect, event, occurrence or state of facts that has had or would reasonably requested by Parent. Without limiting be expected to have a Material Adverse Effect, or would reasonably be expected to make the generality satisfaction of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal RequirementsOffer Conditions impossible or unlikely, and except in (B) Parent shall give prompt notice to the case Company of any document relating change, circumstance, condition, development, effect, event, occurrence or state of facts that has had or would reasonably be expected to any Acquisition Proposalhave a Parent Material Adverse Effect, Superior Offer or Triggering Event), would reasonably be expected to make the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf satisfaction of any of the Target Companies Offer Conditions impossible or Parent unlikely. (iii) For the avoidance of doubt, the delivery of any notice pursuant to this Section 5.1(b) shall not cure any breach of any representation or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending warranty requiring disclosure of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into matter prior to the date of this Agreement; provided that Agreement or otherwise limit or affect the parties remedies available hereunder to any Party. The failure to deliver any such notice shall cooperate not affect any Offer Condition or any of the conditions set forth in Section 7 or give rise to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant any right to this terminate under Section 4.1 shall be subject to the Confidentiality Agreement8.

Access and Investigation. (a) During the period commencing on from the date of this Agreement and ending as of until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and each of their the respective Representatives of the Acquired Corporations to: (a) provide the Parent and Parent’s Representatives of Parent with reasonable access during normal business hours of the Company to its Representatives and the Acquired Corporations’ Representatives, personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parentthe Acquired Corporations; and (b) provide the furnish promptly to Parent and Parent’s Representatives of Parent with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such Entity additional financial, operating and its Subsidiaries other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably requested by request; provided, however, that any such access shall be conducted at Parent. Without limiting ’s expense, under the generality supervision of any appropriate personnel of the foregoingCompany, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period (but subject to applicable Legal RequirementsPeriod, the Company shall, and except shall cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the case combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any document relating to any Acquisition Proposal, Superior Offer or Triggering Eventaction described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall each promptly provide the other with copies of not, and shall cause their respective Representatives not to, contact any notice, report customer or other document filed with or sent to any Governmental Body on behalf of any vendor of the Target Companies or Parent or Purchaser Company in connection with the Merger Mergers or any of the other Contemplated Transactions a reasonable time in advance transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the filing or sending of such document Company. (b) Nothing in order to permit a review thereof. Nothing herein Section 5.1(a) shall require the Company or Parent to disclose any information ifto Parent (or to take any actions otherwise required to be taken by it under clause (ii) and clause (iii) of Section 5.1(a)) if such disclosure or action would, under in the Company’s reasonable discretion based on the advice of counsel, such disclosure would (i) jeopardize any attorney-attorney client or other legal privilege (provided, that the Company will nonetheless provide Parent and the applicable Representatives of Parent with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged analyses so long as such privilege will not be jeopardized thereby) or (ii) contravene any applicable Legal Requirement Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided , including any confidentiality agreement to which the Company or its Affiliates is a party (provided, that the parties Company shall cooperate use its commercially reasonable efforts to disclose obtain the portion consent of any such information that would not jeopardize agreement’s counterparty to such privilege inspection or contravene such Legal Requirements or binding agreementsdisclosure). All information exchanged pursuant The Company and Parent will each use its commercially reasonable efforts to this Section 4.1 shall be subject make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the Confidentiality Agreementrestrictions of the preceding sentence apply.

Access and Investigation. During (a) Subject to applicable Law and the other provisions of this Section 5.1, during the period commencing on from the date of this Agreement and ending as of until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject upon reasonable advance notice to applicable Legal Requirements the other party, the Company and Parent each shall, and shall cause their respective Subsidiaries to: afford the other party and its Representatives reasonable access during its normal business hours to its officers, employees, agents, properties, offices and other facilities and to all existing books, Contracts, records, work papers (including attorney-client privilege and work product doctrineupon receipt of any required consents from any party) and other documents and information concerning its business, properties and personnel as may be reasonably requested. All requests for information made pursuant to this Section 5.1(a) shall be directed to the terms of any confidentiality restrictions under Contracts of a party executive officer or other Person designated by the Company or Parent, as of applicable. In addition, during the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived)Pre-Closing Period, upon reasonable notice the Company shall, and shall cause its Subsidiaries the other Acquired Corporations to, (A) furnish, as promptly as reasonably practicable, to Parent a copy of all interim financial statements prepared in the ordinary course of business as the same become available and each of their respective Representatives to: (aB) provide subject to applicable Law, cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the Representatives combined operations of Parent with reasonable access during normal business hours to its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in each case as reasonably requested by Parent; no event shall any action described in clauses (A) and (bB) provide interfere unreasonably with the Representatives of Parent with such copies normal operation of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any business of the foregoing, during Company. With respect to the Pre-Closing Period (but subject information disclosed pursuant to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)this Section 5.1, the Company and Parent shall each promptly provide comply with, and shall instruct their respective Representatives to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated May 23, 2018, between the Company and Parent and the Clean Team Confidentiality Agreement dated October 4, 2018 between the Company and Parent (collectively, the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, none of the Company, Parent or Merger Sub shall, and shall cause their respective Representatives not to, contact any customer or vendor of the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser party in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance transactions contemplated by this Agreement without the other party’s prior written consent, and the Company, Parent and Merger Sub each acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the filing Company, Parent or sending Merger Sub, as applicable, and nothing in this Section 5.1(a) shall limit the ability of such document the Company and Parent to continue to compete with each other for customers. (b) Nothing in order to permit a review thereof. Nothing herein Section 5.1(a) shall require the Company or Parent to permit any access or to disclose or otherwise make available any information ifto the other party (or to take any actions otherwise required to be taken by it under Section 5.1(a)) if such disclosure or action would, under in its reasonable discretion based on the reasonable advice of counsel, such disclosure would (i) jeopardize any attorney-attorney client or other legal privilege (provided, that it will nonetheless provide the other party and its applicable Representatives with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged analyses so long as such privilege will not be jeopardized thereby) or contravene (ii) result in the disclosure of any trade secrets of any third parties or contravention of any applicable Legal Requirement Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided , including any confidentiality agreement to which such party or its Affiliates is a party (provided, that it shall use its reasonable best efforts to promptly obtain the parties shall cooperate consent of any such agreement’s counterparty to disclose such inspection or disclosure). The Company and Parent will each use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the portion restrictions of such the preceding sentence apply. Each of Parent and the Company, as it deems advisable and necessary, may reasonably designate any information requested pursuant to Section 5.1(a) as competitively sensitive material that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information is to be exchanged pursuant to this Section 4.1 the Clean Team Confidentiality Agreement or provided to the other as “Outside Counsel Only Material” or with similar restrictions. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient, or otherwise as the restriction indicates, and be subject to any additional confidentiality or joint defense agreement between the Confidentiality parties. (c) No exchange of information or investigation by Parent or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of the Company set forth in this Agreement, and no investigation by the Company or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of Parent or Merger Sub set forth in this Agreement.

Access and Investigation. (a) During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries the other Acquired Companies to, provide Parent and each of their respective Parent’s Representatives to: (a) provide the Representatives of Parent with reasonable access during normal business hours to its Representatives the Acquired Companies’ Representatives, personnel, properties, files, assets, customers, suppliers and assets vendors and to all existing books, records, Tax Returns, work papers records and other documents and information relating to any of the Acquired Companies; provided, however, that any such Entity access shall be conducted in such a manner as not to interfere unreasonably with the normal operation of the business of the Acquired Companies; provided, further, that no investigation pursuant to this Section 5.1 shall affect or be deemed to modify any representations or warranties made by the Company in this Agreement. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality obligations under the Confidentiality Agreement, dated as of March 27, 2017, by and between Parent and the Company (as amended, the “Confidentiality Agreement”). Any access to any Leased Real Property shall be subject to the Company’s reasonable security measures and the applicable requirements of the Real Property Leases and shall not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including, without limitation, any Phase I or Phase II environmental assessments. (b) Nothing in Section 5.1(a) shall require the Company to disclose, or provide any access to, any information to Parent or any of its Subsidiaries, Parent’s Representatives if such access or disclosure would (i) result in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality waiver of any of the foregoing, during the Pre-Closing Period attorney client or other applicable privilege or (but subject to ii) contravene any applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Requirement. The Company and Parent shall each promptly provide use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any restrictions of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreementpreceding sentence apply.

Access and Investigation. During From the period commencing on date of this Agreement through the Closing Date, the Seller Parties shall, (a) afford Purchaser and its agents and representatives (collectively, the “Purchaser Group”), reasonable access, during regular business hours and with reasonable prior notice, to the Paragon Companies’ properties, management employees of the Paragon Companies (provided that Purchaser and its agents shall coordinate all contact with any such employee through Seller or its designee), facilities, Contracts, books and records, and other documents and data, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of the Paragon Companies, (b) furnish to the Purchaser Group copies of all such Contracts, books and records, and other existing documents and data that the Purchaser Group may reasonably request, (c) furnish the Purchaser Group with such existing additional financial, operating, and other relevant data and information as the Purchaser Group may reasonably request, and (d) otherwise cooperate and assist, to the extent reasonably requested by Purchaser Group, with Purchaser Group’s investigation of the properties, assets and financial condition of the Paragon Companies. In addition, between the date of this Agreement and ending as of the earlier of Closing Date, Purchaser will be provided access to the termination of this Agreement Paragon Companies’ employees, customers, suppliers and other Persons having business relations with the Company, at such times and in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject manner mutually agreed to applicable Legal Requirements (including attorney-client privilege and work product doctrine) by Purchaser and the terms of any confidentiality restrictions under Contracts of a party as of Seller Parties (it being understood that the date hereof (subject Seller Parties will permit Purchaser to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: (a) provide the Representatives of Parent with have reasonable access during normal business hours to its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any Persons). For the avoidance of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)doubt, the Company and Parent Paragon Companies shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent not be required to disclose any information ifif such disclosure would, under upon the reasonable written advice of counselcounsel to the Seller, such disclosure would jeopardize be reasonably likely to (i) result in the waiver of any attorney-client privilege or other legal privilege or (ii) contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality AgreementLaws.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause its Subsidiaries and each of their respective Representatives to: (a) provide Without in any way limiting anything else contained in this Agreement, the Representatives of Company and the Stockholders will afford Parent with and its accountants, counsel and other representatives reasonable access during normal business hours at a time and place designated by the Company during the period prior to its Representatives and assets and the Closing Date to all existing (i) the properties, books, recordscontracts, Tax Returnsloan documents, work papers commitments, and other documents records of the Company and information relating to such Entity or any of its Subsidiarieseach Company Subsidiary, in each case as reasonably requested by Parent; and (bii) provide all other information concerning the Representatives of Company’s and the Company Subsidiaries businesses, assets, customers, suppliers, and personnel as Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as may reasonably requested by Parentrequest. Without limiting the generality foregoing, Parent will have reasonable access to the Company’s and each Company Subsidiary’s software and customer data. (b) Other than (i) information in Parent’s possession prior to the date access was granted, (ii) information obtained by or from a source other than the Company or any Company Subsidiary, which source, to the Knowledge of Parent, was not in breach of any of confidentiality agreement or (iii) information that is publicly available, all information delivered to, made available to, or obtained by Parent from the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event)Company, the Company and Subsidiaries, or the Stockholders prior to the Closing or pursuant to this Agreement, including under this section, will be considered confidential information, which Parent shall each promptly provide will not disclose or use for any purpose other than (w) disclosure of information as required in the course of regulatory examination procedures that are subject to confidentiality under United States laws or the laws of other with copies jurisdictions that similarly protect the confidentiality of any noticematerials disclosed in the regulatory examination process, report or other document filed with or sent to any Governmental Body on behalf (x) the performance of any a due diligence review of the Target Companies Company and the Company Subsidiaries, (y) for purposes of obtaining Regulatory Approvals or Parent or Purchaser in connection with (z) to confirm the Merger or any accuracy of the other Contemplated Transactions a reasonable time in advance representations, warranties, or covenants of the filing or sending of Company and the Stockholders hereunder, until such document time as the transactions contemplated hereby are closed or, in order to permit the event this Agreement is terminated and no Closing occurs, for a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to two (2) year period from the date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement.