Common use of Access and Investigation Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Access and Investigation. Subject to the Confidentiality AgreementExcept as prohibited by applicable Legal Requirements, during the period commencing on from the date of this Agreement Date and ending on continuing until the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 8 or the Closing (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause its Subsidiaries and Affiliates to, and the Company shall direct each of its Representatives to: (i) provide Parent Purchaser and ParentPurchaser’s Representatives Affiliates and Representatives, upon reasonable prior notice, with reasonable access during normal business hours to the Company’s and its SubsidiariesAcquired Companies’ respective premises, Representatives, properties, personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Acquired Companies; provided, however, that no Acquired Company and/or its Subsidiaries; and shall be required to: (iia) promptly provide Parent and Parenttake any action that would constitute a waiver of attorney-client or other similar legal privilege or would divulge any Seller’s Representatives with such copies of the books, records, Tax Returns, work papers, files confidential information not related to Intellectual Property Rightsany Acquired Company or the transactions contemplated by this Agreement; 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, Contracts and other documents and information relating to the further that, if any Acquired Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to does not disclose any informationinformation in reliance on the foregoing clauses “(a)” and “(b)” (after receiving a request for any such information from Purchaser), that in the reasonable judgment of the Company (and after it shall provide notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, Purchaser that the Company it is withholding such information and shall use commercially reasonable efforts during to allow access or disclosure, to the Interim Period to provide Parent with redacted versions fullest extent feasible, of any documents withheld the applicable information in accordance a manner that would not result in the basis for such nondisclosure. During the Pre-Closing Period, Purchaser may, with the foregoing sub-clause “prior consent of the Sellers’ Representative (A)” not to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; be unreasonably withheld, conditioned or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect theretodelayed), make inquiries of Persons having business relationships with the Acquired Companies; provided, further, that information Purchaser shall be disclosedcoordinate all contact with such Persons through the Sellers’ Representative or its designee and the Acquired Company shall, as required aboveand shall cause its Subsidiaries to, subject to execution of a joint defense agreement facilitate and reasonably cooperate with Purchaser in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying connection with applicable Antitrust Lawssuch permitted inquiries.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the Agreement Date and ending on the earlier of (a) the Acceptance Time and (b) the termination date of this Agreement pursuant to Section 7.1 through the Effective Time (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause its the Representatives of each of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating personnel and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies assets of the Acquired Corporations and to all existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Acquired Corporation Contracts and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations; provided, however, that in exercising Parent’s access rights under this Section 4.1, Parent and Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct of the business of the Acquired Corporations; and (b) provide Parent and Parent’s Representatives with copies of such existing books, records, Tax Returns, work papers, Acquired Corporation Contracts and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under Without limiting the Confidentiality Agreement and will be subject to the provisions generality of the Confidentiality Agreement. Nothing in this Section 5.1 will require previous sentence, (i) promptly following the preparation thereof, the Company shall deliver to permit any inspection, or to disclose any information, that in the reasonable judgment Parent (A) a consolidated balance sheet of the Company and its consolidated Subsidiaries as of the last day of each calendar month during the Pre-Closing Period, and (B) a consolidated statement of operations of the Company and after notice to Parentits consolidated Subsidiaries for such calendar month and for the period from January 1, 2004 through the end of such calendar month, (ii) would: (A) violate any of its on or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (providedbefore March 30, that 2004, the Company shall use commercially reasonable efforts deliver to Parent an audited consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2003 and the related audited consolidated statement of operations, statement of shareholders’ equity and statement of cash flows of the Company and its consolidated Subsidiaries for the year then ended, together with the notes thereto and the unqualified report and opinion of KPMG LLP relating thereto (the “Audited 2003 Financial Statements”), and (iii) during the Interim Period Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations to, permit Parent’s senior officers to provide Parent with redacted versions of any documents withheld in accordance meet with the foregoing sub-clause “(A)” to the extent the provision controller and other officers of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent to permit such inspection of may deem necessary or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel appropriate for Parent to satisfy its obligations under the extent reasonably required for Xxxxxxxx-Xxxxx Act of 2002 and the purpose of complying with applicable Antitrust Lawsrules and regulations relating thereto.

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

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on continuing until the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 8 or the Effective Time (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause its Representatives and each of the Acquired Companies and their respective Representatives to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its SubsidiariesAcquired Companies’ respective Representatives, properties, personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies; and (iib) promptly provide Parent and Parent’s Representatives with such copies of the such existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Companies, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant Notwithstanding the foregoing, any access to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will Leased Real Property shall be subject to the provisions Company’s reasonable security measures and insurance requirements and the requirements of the Confidentiality Agreementapplicable lease or sublease and shall not include the right to perform any “invasive” testing, including any Phase II environmental assessment. Nothing in this Section 5.1 will require During the Company to permit any inspectionPre-Closing Period, or to disclose any information, that in upon the reasonable judgment prior consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed) Parent may make inquiries of Persons having business relationships with the Acquired Companies (including suppliers, licensors and after notice to Parentcustomers) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that and the Company shall cause each Acquired Company to use commercially reasonable efforts during to help facilitate (and shall cooperate fully with Parent in connection with) such inquiries. In addition to the Interim Period foregoing, the Company shall deliver to provide Parent Parent: (i) as soon as practicable after the end of each quarterly accounting period of the Company following the date of this Agreement, and in any event within 30 days after the end of each such quarterly period, unaudited consolidated financial statements of the Acquired Companies (consisting of a balance sheet, statement of operations, statement of changes in redeemable convertible preferred stock and stockholders’ equity and statement of cash flows) as of the end of each such quarterly period; and (ii) as soon as practicable after the end of each monthly accounting period (that is not also the end of a quarterly accounting period of the Company), and in any event within 30 days after the end of each such calendar month, unaudited consolidated financial statements of the Acquired Companies (consisting of a balance sheet, statement of operations, statement of changes in redeemable convertible preferred stock and stockholders’ equity and statement of cash flows) as of the end of each such monthly accounting period, in each case prepared in accordance with redacted versions of any documents withheld GAAP applied on a basis consistent with the basis on which the Financial Statements were prepared and in accordance with the foregoing sub-clause Company’s historic past practice (the financial statements referred to in clauses “(Ai)” and “(ii)” of this sentence being referred to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto“Pre-Closing Financial Statements”), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.

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

Access and Investigation. Subject to Between the Confidentiality Agreementdate of this Agreement and the Closing Date, during and upon reasonable advance notice received from Buyer, Buyer shall coordinate with the period commencing on the Agreement Date Representatives of Seller (Xxx Xxxxxxx for operational matters and ending on the earlier of Xxxxxx Xxxxxxx for financial matters), and Seller shall (and Shareholders shall cause Seller to) (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, the Acceptance Time "Buyer Group") full and free access, during regular business hours, to Seller's personnel, properties (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”including subsurface testing), the Company shallContracts, Governmental Authorizations, books and shall cause its Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts Records and other documents and information relating data, such rights of access to be exercised in a manner that does not unreasonably interfere with the Company and/or its Subsidiariesoperations of Seller; and (iib) promptly provide Parent and Parent’s Representatives furnish the Buyer Group with such copies of the booksall such Contracts, recordsGovernmental Authorizations, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts books and Records and other existing documents and information relating to data as Buyer may reasonably request; (c) furnish the Company and/or its Subsidiaries, and Buyer Group with such additional financial, operating and other relevant data and information regarding the Company and/or its Subsidiaries, as Parent Buyer may reasonably request. 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 ; (d) cooperate with Buyer in its review of the Confidentiality Agreement. Nothing in this internal and disclosure controls of Seller as Buyer shall deem necessary for Buyer to satisfy its obligations under Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment 302 and 906 of the Company Xxxxxxxx-Xxxxx Act of 2002 and any rules and regulations promulgated thereunder; and (e) otherwise cooperate and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (providedassist, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required requested by Buyer, with Buyer's investigation of the properties, assets and financial condition related to Seller. In addition, Buyer shall have the right to have the Real Property and Tangible Personal Property inspected by the Buyer Group, at Buyer's sole cost and expense, for purposes of determining the purpose physical condition and legal characteristics of complying the Real Property and Tangible Personal Property. In the event subsurface or other invasive testing is recommended by any of the Buyer Group, Buyer shall, upon notice to Seller, be permitted to have the same performed prior to the Closing Date, provided such testing does not unreasonably interfere with applicable Antitrust Lawsthe operation of the Business at that location. Buyer agrees to indemnify Seller from any physical damage to the Facilities that directly results from the Buyer Group's inspection and subsurface or invasive testing.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of 36 ACTIVE/82285023.8 (a) During the Acceptance Time and (b) Pre-Closing Period, upon reasonable advance notice to the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”)Company, the Company shall, and shall cause its the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its SubsidiariesAcquired Corporations’ respective Representatives, personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations; and (iib) furnish promptly provide to Parent and Parent’s and its Subsidiaries’ Representatives with such copies of the existing books, contracts, projections, plans, records, filings, submissions, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. Information obtained by Purchaser or Parent With respect to the information disclosed pursuant to this Section 5.1 will constitute “Confidential Information” 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 will be Parent (the “Confidentiality Agreement”). In addition, subject to applicable Law, during the provisions Pre-Closing Period, the parties shall coordinate with each other and the other’s Representatives with respect to communications with Company Associates and customers and vendors of the Confidentiality AgreementCompany regarding post-Closing transition, integration and related matters; provided, however, that any such communications shall be conducted in such a manner as to not interfere with the normal operation of the business of the Company. (b) Nothing in this Section 5.1 will herein shall require the Company to permit any inspection, or to disclose any informationinformation to Parent if such disclosure would, in the Company’s reasonable judgment after consultation with outside legal counsel, (i) jeopardize any 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 reasonable judgment preparation of such privileged analyses so long as such privilege will not be jeopardized thereby) or (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement, including any confidentiality agreement to which the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality Affiliates is a party (provided, that the Company shall use its commercially reasonable efforts during to obtain the Interim Period to provide Parent with redacted versions consent of any documents withheld in accordance with the foregoing sub-clause “(Asuch agreement’s counterparty to such inspection or disclosure)” . The Company and Parent will each use its commercially reasonable efforts to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent make appropriate substitute arrangements to permit such inspection reasonable disclosure under circumstances in which the restrictions of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.preceding sentence apply. 5.2

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 8.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its SubsidiariesAcquired Corporations’ respective Representatives, propertiespersonnel and assets, supervised conversations with customers and suppliers and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Acquired Corporations, including copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Confidentiality Agreement and will be subject to the provisions supervision of appropriate personnel of the Confidentiality AgreementCompany and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing in this Section 5.1 will herein shall require the Company to permit any inspection, or to disclose any informationinformation to Parent if such disclosure would, that in the its reasonable judgment of the Company discretion (and after notice to Parenti) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party), provided that the Company shall use commercially reasonable efforts to obtain any Consents of third parties that are necessary to allow such information to be disclosed to Parent and its Representatives and shall otherwise use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a breach of this clause (ii) or (iii) result in the disclosure of any trade secrets of third parties; provided, further, that information shall be disclosed, as required above, disclosed subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws. 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 April 8, 2013, between the Company and Vista Equity Partners III, LLC (the “Confidentiality Agreement”).

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 8.1 (such period being referred to herein as the “Interim Period”), the Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, upon reasonable advance notice to the Company from Parent: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its the Company Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rightspersonnel, offices and other facilities, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and the Company Subsidiaries and (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its and the Company Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its and the Company Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company and in such a manner not to unreasonably interfere with the normal operation of the business of the Company or create material risk of damage or destruction to any material assets or property of the Company. Any such access shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Information obtained by Purchaser Merger Sub or Parent pursuant to this Section 5.1 6.1 will constitute “Confidential InformationEvaluation Material” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 6.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations)confidentiality; (B) result in a violation of applicable Law; or (C) result in the loss of a legal protection, including protection afforded by the attorney-client privilege and or the attorney work product doctrine or similar privilege; or (D) is commercially sensitive (as determined by the Company in its sole discretion), in each case, so long as the Company has reasonably cooperated with Parent to either permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that disclose such information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, and/or limit disclosure to external counsel for Parent of Parent. Notwithstanding anything to the extent contrary in this Section 6.1, the Company may satisfy its obligations set forth above by electronic means if physical access would not be permitted or reasonably required for the purpose practical in light of complying with applicable Antitrust Lawsany COVID-19 Measures.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 9.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company, the Company and its directors, employees and officers shall, and the Company shall cause direct its other Representatives to: (i) , provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related employees, other personnel, and assets and to Intellectual Property Rightsall existing books and records (provided, Contracts however, that any such access shall be conducted at Parent’s sole expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company) and to furnish to Parent such financial and operating data and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject request for a reasonable business purpose relating to the provisions of the Confidentiality AgreementTransactions. Nothing in this Section 5.1 will The foregoing notwithstanding, nothing herein shall require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company information to Parent if such disclosure would (and after notice to Parentx) would: (A) violate jeopardize any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client or other legal privilege and work product doctrine or (y) contravene any applicable Law (including Antitrust Law) or fiduciary duty (so long as as, in the case of each of clauses (x) and (y), 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 theretothereto or contravene any applicable Law), provided, that information . Information disclosed pursuant to this Section 6.1 shall be disclosed, as required above, disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent Parent, to the extent the Company reasonably determines doing so is reasonably required for the purpose of complying with applicable Antitrust LawsLaw. 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 8, 2022, 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.

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

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

Access and Investigation. Subject Prior to the Confidentiality AgreementClosing, during the period commencing on the Agreement Date and ending on the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”), the Company shallSeller will, and shall will cause the Acquired Companies to, give Buyer and its Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access access, during normal business hours and upon reasonable notice, to the Company’s personnel, properties, books and its Subsidiaries’ respective Representativesrecords of the Acquired Companies (excluding in all events employee files and medical records and any documents that are subject to confidentiality commitments to Persons who have declined Seller's request for permission to disclose such documents to Buyer); provided, however, that such access must be upon reasonable notice and must not unreasonably disrupt the normal operations of Seller or the Acquired Companies, and such investigation will not include access to any item relating to businesses of Seller or Seller's Parent other than the business conducted by the Acquired Companies. All requests for access to the offices, plants, properties, books, recordsand records will be made to such Representatives of Seller as Seller will designate, Tax Returnswho will be solely responsible for coordinating all such requests and all access permitted hereunder. It is further understood and agreed that neither Buyer nor its Representatives will contact any of the Employees, material operating customers, suppliers, joint venture partners, or other associates or Affiliates of Seller or Seller's Parent, in connection with the Contemplated Transactions, whether in person or by telephone, mail or other means of communication, without the prior authorization of such Representatives of Seller as Seller may designate, which authorization shall not be unreasonably delayed or withheld; provided, however, that Seller hereby authorizes Buyer to contact 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 communicate with those employees identified in paragraph (ii) promptly provide Parent and Parent’s Representatives with such copies of Section 3.k. of Seller's Disclosure Schedule, who as of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance date hereof have executed employment contracts with the foregoing sub-clause “(A)” Company. Notwithstanding the foregoing, it is understood that Buyer will not be entitled to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required obtain Phase II environmental assessment reports except for the purpose of complying with applicable Antitrust LawsEnvironmental Reports or conduct any drilling, boring or sampling at the Facilities.

Access and Investigation. Subject to the Confidentiality AgreementSection 5.10, during the period commencing on the Agreement Date and ending on the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 and the Effective Time (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to: (ia) 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 their Representatives) with reasonable access during normal business hours to the Company’s and its SubsidiariesAcquired Corporations’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Acquired Corporations; (b) following a request from Parent to the Company and/or its Subsidiaries; and (ii) promptly in accordance with this Section 4.1, provide Parent and Parent’s Representatives (including financing sources and their Representatives) with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request. Information obtained by Purchaser ; and (c) permit Parent’s Representatives to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may reasonably deem necessary or appropriate in order to enable Parent pursuant to this Section 5.1 will constitute “Confidential Information” satisfy its obligations under the Confidentiality Agreement Sxxxxxxx-Xxxxx Act and will be subject to the provisions rules and regulations relating thereto or otherwise in connection with the Merger. Parent shall schedule and coordinate all inspections only with the designated Representative of the Confidentiality AgreementCompany 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. Nothing in this Section 5.1 will require The Company shall be entitled to have Representatives present at all times during any such inspection and the Company inspections shall take place at mutually convenient times. Notwithstanding the foregoing, the Acquired Corporations shall not be required to permit any inspection, provide access to or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its information where such access or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including disclosure would jeopardize the attorney-client privilege and work product doctrine (so long as of the Company has reasonably cooperated with Parent to permit such inspection of Acquired Corporations or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense contravene any Legal Requirement or binding agreement in customary form, to external counsel for Parent entered into prior to the extent reasonably required for Agreement Date. The relevant parties will make appropriate substitute disclosure arrangements under circumstances in which the purpose restrictions of complying with applicable Antitrust Lawsthe preceding sentence apply.

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on until the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 8.1 (such period being referred to herein as the “Interim Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause the respective Representatives of the Company and its Subsidiaries to, and shall use commercially reasonably efforts to cause the Representatives of Cartesian to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s and its SubsidiariesAcquired Corporations’ respective Representatives, properties, personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to interfere with the normal operation of the business of the Company. Information obtained by Purchaser Nothing herein shall require the Company to disclose any information to Parent if the Company determines in good faith, after consultation with outside legal counsel, that such disclosure would (a) jeopardize any attorney-client or Parent other legal privilege, (b) contravene any applicable Legal Requirement or (c) contravene any binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or one of its Affiliates is a party) in a manner that would have material consequences to the Company or such Affiliate. With respect to the information disclosed pursuant to this Section 5.1 will constitute “Confidential Information” 5.1, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated November 29, 2010 between the Company and will be subject to Novartis International AG (the provisions of the “Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A”)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) During the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause ensure that each of the other Acquired Companies and its Representatives toand their respective Representatives: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its SubsidiariesAcquired Companies’ respective Representatives, propertiesmanagement, properties and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Acquired Companies upon reasonable advance notice during normal business hours of the Company and/or its Subsidiariesand in such a manner as to not unreasonably interfere with the normal operation of the business of the Company; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Companies, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under Without limiting the Confidentiality Agreement and will be subject to the provisions generality of the Confidentiality Agreement. Nothing in this Section 5.1 will require foregoing, during the Pre-Closing Period, the Company to permit any inspectionshall promptly provide Parent, or to disclose any informationupon request, that in the reasonable judgment of the Company (and after notice to Parent) wouldwith copies of: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that all material operating and financial reports prepared by the Company shall use commercially reasonable efforts during Acquired Companies for the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations)Company’s senior management; (B) result in a violation any written materials or communications sent by or on behalf of applicable Lawthe Company to its stockholders; or (C) result any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Companies in loss connection with the Merger or any of legal protectionthe other Contemplated Transactions; and (D) any material notice, including report or other document received by any of the Acquired Companies from any Governmental Body. Notwithstanding the foregoing: (1) nothing in this Section 4.1 shall require any Acquired Company or its Representatives to disclose any information to Parent or Parent’s Representatives if such disclosure would: (x) violate any applicable Legal Requirement; (y) jeopardize the attorney-client privilege or similar legal privilege applicable to such information; or (z) violate any confidentiality agreement with a third party to which any Acquired Company is a party as of the date of this Agreement; and work product doctrine (so long as 2) if any Acquired Company does not provide or cause its Representatives to provide such access or such information in reliance on clause “(1)” above, the Company has reasonably cooperated with shall: (aa) promptly (and in any event within two Business Days) provide a written notice to Parent to permit stating that it is withholding such inspection of access or to disclose such information on and stating the justification therefor; and (bb) use commercially reasonable efforts to provide the applicable information in a basis way that does would not waive violate such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense Legal Requirement or confidentiality agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Lawsor jeopardize such privilege.

Access and Investigation. Subject to the Confidentiality Agreementapplicable Law, during the period commencing on the Agreement Date and ending on the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), the Company Sellers shall, and shall cause its the Acquired Companies and their Representatives to: (ia) provide Parent afford Buyer and Parent’s its Representatives with (collectively, “Buyer Group”) reasonable access during normal business hours to the Company’s and its SubsidiariesAcquired Companies’ respective Representativespersonnel, properties, booksContracts, records37 Government Authorizations, Tax Returns, material operating books and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts records and other documents and information relating to the Company and/or its Subsidiariesdata; and (iib) promptly provide Parent and Parent’s Representatives furnish Buyer Group with such copies of the booksall such Contracts, recordsGovernment Authorizations, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts books and records and other existing documents and information relating to the Company and/or its Subsidiaries, and data as Buyer may reasonably request; (c) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Company and/or its Subsidiaries, as Parent Buyer may reasonably request; (d) provide reasonable access to the Material Suppliers and Material Customers in a manner as shall be reasonably determined by the Sellers’ Representative and (e) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s investigation of the properties, assets and financial condition related to the Acquired Companies; provided, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Sellers’ Representative, and in such a manner as not to interfere with the normal operations of the Acquired Companies. Information obtained Notwithstanding anything to the contrary in this Agreement, neither Sellers nor any Acquired Company shall be required to disclose any information to Buyer if such disclosure would, (x) in the Sellers’ Representative’s reasonable belief, cause significant competitive harm to the Acquired Companies and their respective businesses if the transactions contemplated by Purchaser this Agreement are not consummated; or Parent (y) in the Company’s outside counsel’s opinion, jeopardize any attorney-client or other privilege or contravene any applicable Law, fiduciary duty or agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of the Sellers’ Representative, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company and Buyer shall have no right to perform invasive or subsurface investigations of the Real Property. All requests for information made pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will 6.2 shall be subject directed to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require Person designated by the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protectionnotice given to Buyer, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit all such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosedgoverned by the terms of Section 6.4 and the Mutual Non-Disclosure Agreement, as required abovedated October 3, subject to execution of a joint defense agreement in customary form2016, to external counsel for Parent to by and between ValuePenguin OpCo and Buyer (the extent reasonably required for the purpose of complying with applicable Antitrust Laws“Confidentiality Agreement”).

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

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the date of this Agreement Date and ending on continuing until the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 9 or the Effective Time (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause its Representatives and each of the other Acquired Entities and their respective Representatives to: (ia) provide Parent and Parent’s Representatives with reasonable access at reasonable times during normal business hours hours, to the Company’s and its SubsidiariesAcquired Entities’ respective Representatives, properties, personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Entities; and (iib) promptly provide Parent and Parent’s Representatives with such copies of the such existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Entities, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Entities, as Parent may reasonably request. Information obtained by Purchaser ; provided, however, that the Company may withhold or Parent pursuant restrict access to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject any information to the provisions extent necessary to preserve the health and safety of employees of the Confidentiality Agreement. Nothing Acquired Entities in this Section 5.1 will require respect of risks posed by the Company to permit any inspection, COVID-19 pandemic or to disclose any information, that the extent disclosure of such information would reasonably be expected to violate applicable Law or result in the reasonable judgment waiver of the Company (and after notice to Parent) would: (A) violate any of its Company’s legal or its Affiliates’ respective obligations under any Contracts with respect to confidentiality work product privilege (provided, that the Company and the Parent shall use commercially reasonable efforts during the Interim Period work in good faith to develop an alternative means by which to provide Parent with redacted versions of any documents withheld such information in accordance with the foregoing sub-clause “(A)” to the extent the provision of which a manner that does not breach any confidentiality obligations); (B) violate applicable Law or result in a violation of applicable Law; or (C) result in the loss of legal protection, including the attorney-client privilege and or work product doctrine (so long as privilege). During the Pre-Closing Period, Parent may, following written consent by the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does (which shall not waive such privilege with respect theretobe unreasonably withheld), provided, that information shall be disclosed, as required above, subject to execution make inquiries of a joint defense agreement limited number of Persons having business relationships with any of the Acquired Entities (including Key Business Partners) and the Acquired Entities shall help facilitate (and shall cooperate fully with CONFIDENTIAL Parent in customary formconnection with) such inquiries, to external counsel for Parent to the extent reasonably required for the purpose of complying in each case in compliance with all applicable Antitrust LawsLegal Requirements (including any applicable antitrust or competition laws or regulations).

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on from the Agreement Date and ending on continuing until the earlier of (a) the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 9 or the First Effective Time (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause its Representatives and each of the other Acquired Entities and their respective Representatives to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its SubsidiariesAcquired Entities’ respective Representatives, properties, personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Entities; and (iib) promptly provide Parent and Parent’s Representatives with such copies of the such existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Entities, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Entities, 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 (c) cooperate and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide assist Parent with redacted versions of any documents withheld in accordance connection with the foregoing subpreparation of the historical and pro forma financial statements required to be included in a Current Report on Form 8-clause “(A)” K to be filed by Parent following the Closing with respect to the extent the provision of which does not breach Mergers, together with any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protectionamendment thereto, as contemplated by Regulation S-X, including the Article 11 and Rule 3-05 thereof; provided, that, in each case, access to any information covered by attorney-client privilege and privilege, work product doctrine or similar protection will be appropriately limited and made under a mutually acceptable common interest agreement. During the Pre-Closing Period, Parent may, with the consent of the Company, which shall not be unreasonably withheld, delayed or conditioned, make inquiries of Persons having business relationships with any of the Acquired Entities (so long as including Key Business Partners) and the Company has Acquired Entities shall help facilitate (and shall reasonably cooperated cooperate with Parent to permit in connection with) such inspection of inquiries, in each case in compliance with all applicable Legal Requirements (including any applicable antitrust or to disclose such information on a basis that does not waive such privilege with respect theretocompetition laws or regulations), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Acceptance Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period”), the Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, upon reasonable advance notice to the Company from Parent: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its the Company Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rightspersonnel, offices and other facilities, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and the Company Subsidiaries and (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its and the Company Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its and the Company Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company and in such a manner not to unreasonably interfere with the normal operation of the business of the Company or create material risk of damage or destruction to any material assets or property. Any such access shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Information obtained by Purchaser Merger Subsidiary or Parent pursuant to this Section 5.1 will constitute “Confidential InformationEvaluation Material” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations)confidentiality; (B) result in a violation of applicable Law; or (C) result in the loss of a legal protection, including protection afforded by the attorney-client privilege and or the attorney work product doctrine or similar privilege; or (D) is commercially sensitive (as determined by the Company in its sole discretion), in each case, so long as the Company has reasonably cooperated with Parent to either permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that disclose such information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, and/or limit disclosure to external counsel for Parent of Parent. Notwithstanding anything to the extent contrary in this Section 5.1, the Company may satisfy its obligations set forth above by electronic means if physical access would not be permitted or reasonably required for the purpose practical in light of complying with applicable Antitrust Lawsany COVID-19 Measures.

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) During the Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause each of the other Acquired Companies to, and shall use its commercially reasonable efforts to cause its and their respective Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s and its SubsidiariesAcquired Companies’ respective Representatives, propertiespersonnel, properties and assets and to existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Companies; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its Subsidiaries, Acquired Companies and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Companies, in each case, (A) as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” , (B) under the Confidentiality Agreement 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 will be (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 the foregoing (but subject to the provisions limitations in the preceding sentence), during the Pre-Closing Period, the Company shall as soon as reasonably practicable provide Parent, upon request, with copies of all material operating and financial reports prepared by the Confidentiality AgreementAcquired Companies for the Company’s CEO or CFO. Nothing Notwithstanding the foregoing: (1) nothing in this Section 5.1 will 4.1(a) shall require the any Acquired Company to permit any inspection, or its Representatives to disclose any informationinformation to Parent or Parent’s Representatives if, that in the reasonable and good faith judgment of the Company Company, such disclosure (and after notice v) relates to Parentthe strategic process known as “Project Airport”, (w) would: (A) would violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality applicable law, (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (Bx) result in a violation of applicable Law; or (C) result in loss of legal protection, including would jeopardize the attorney-client privilege and work privilege, work-product doctrine or other legal privilege held by any Acquired Company, (so long as 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; and (2) if any Acquired Company does not provide or cause its Representatives to provide such access or such information in reliance on clause “(1)” of this sentence, then the Company has shall as soon as reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement practicable (and in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.any event within three

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

Access and Investigation. Subject to the Confidentiality Agreement, during During the period commencing on the date of this Agreement Date and ending on as of the earlier of (a) the Acceptance Effective Time and (b) or the earlier termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Pre-Closing Period”), the Company shall, and shall cause its Representatives to: (ia) provide Parent and Parent’s Representatives and financing sources with reasonable access during normal business hours hours, on reasonable prior notice, to the Company’s personnel and its Subsidiaries’ respective Representatives, properties, books, records, Tax Returns, material operating assets and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the all existing books, records, Tax Returns, work papers, files related financial statements, and other documents and information relating to Intellectual Property Rightsthe Company; (b) provide to Parent, Contracts (i) no later than the twelfth day of each month, monthly financial statements (including statements of cash and cash equivalents and amounts of indebtedness for borrowed money outstanding) of the Company and its Subsidiaries substantially in the form of and prepared on a basis consistent with those previously provided to Parent, (ii) no later than five days prior to the Closing Date, audited consolidated financial statements of the Company and its Subsidiaries for the three fiscal years ending more then 90 days prior to the Closing Date, and (iii) no later than five days prior to the Closing Date, quarterly consolidated financial statements of the Company and its Subsidiaries for each fiscal quarter ended after the close of its most recent fiscal year and at least 45 days prior to the Closing Date, in each case with respect to clauses (ii) and (iii), prepared in accordance with GAAP on a consistent basis through the periods covered (except as may be indicated in the notes to such financial statements); and (c) provide or make available to Parent and Parent’s Representatives, at Parent’s expense, such copies of the existing books, records, Tax Returns, and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under Without limiting the Confidentiality Agreement generality of the foregoing, during the Pre-Closing Period and will be subject to applicable Antitrust Laws, the provisions Company and Parent shall promptly provide the other party with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of the Confidentiality AgreementCompany, Parent or Merger Sub, as applicable, in connection with the Merger or any of the other Contemplated Transactions. Nothing in this Section 5.1 will The foregoing shall not require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company, after consultation with legal counsel, 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 (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that or non-disclosure if the Company shall use commercially have used reasonable efforts during to obtain the Interim Period consent of such third party to provide Parent with redacted versions such inspection or disclosure, (ii) the waiver of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine or (so long as iii) the Company has reasonably cooperated with Parent to permit such inspection violation of or to disclose such information on a basis that does not waive such privilege with respect thereto)any applicable Legal Requirement. The parties will, provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for necessary and practicable, make appropriate substitute arrangements under circumstances in which the purpose restrictions of complying with applicable Antitrust Lawsthe preceding sentence apply.

Access and Investigation. Subject to Between the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Acceptance Time and (b) the termination date of this Agreement and the Closing Date, Seller shall afford Buyer and its representatives, during normal business hours and upon reasonable notice to Seller, access to Seller's operational and functional managers who have direct responsibility for the Products, solely to the extent relating to the Purchased Assets (other than the Transferred Contracts) and solely for purposes of Buyer's transition planning; provided, however, that in no event shall such access unreasonably interrupt Seller's business operations or conflict with Seller's proprietary or competitive business interests, which, for the avoidance of doubt, shall include any interest required to comply with applicable Legal Requirements, preserve any applicable attorney-client privilege, or legal or contractual third-party confidentiality obligations; and provided, further, that in no event shall Buyer's satisfaction with the results of transition planning be a condition precedent to the Closing. Any access or investigation pursuant to this Section 7.1 (5.2 shall be conducted in such period being referred manner as to herein comply with all applicable competition and antitrust Legal Requirements and all confidentiality requirements under any contracts, agreements or other arrangements with any third-party, and not to interfere unreasonably with the conduct of the operations of Seller. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by Seller in this Agreement. After the “Interim Period”)Closing, the Company Buyer shall, and shall cause its Representatives Affiliates and their respective employees and agents to: , subject to any Legal Requirements and any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual third-party confidentiality obligations, (i) provide Parent afford Seller and Parent’s Representatives with its Affiliates and their respective employees and agents reasonable access access, during normal business hours and upon reasonable prior notice, to the Company’s Purchased Assets and Buyer's and its Subsidiaries’ respective Representatives, Affiliates' properties, bookscontracts, records, Tax Returns, material operating books and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts records and other documents and information relating to the Company and/or its Subsidiaries; data and (ii) promptly provide Parent make Buyer's and Parent’s Representatives its Affiliates' employees reasonably available to Seller and its Affiliates, in each case, to the extent reasonably requested by Seller in connection with such copies (A) any item for which indemnification is being sought pursuant to this Agreement or any other Transaction Document, (B) any good faith effort of Seller or any of its Affiliates to enforce any of its rights under this Agreement or any other Transaction Document, (C) any inquiry directed to Seller or its Affiliates from any Governmental Body, or any response or submission by Seller or its Affiliates to any Governmental Body, with respect to (I) the booksProducts, records(II) the Purchased Assets, Tax Returns(III) this Agreement or any other Transaction Document or (IV) solely with respect to the Transferred Employees, work papersany other matter with respect to which any Transferred Employee would reasonably be expected to have knowledge in connection with or relating to their employment with Seller or its Affiliates or (D) any Proceeding brought by or against Seller or its Affiliates with respect to (I) the Products, files related (II) the Purchased Assets, (III) this Agreement or any other Transaction Document or (IV) solely with respect to Intellectual Property Rightsthe Transferred Employees, Contracts any other matter with respect to which any Transferred Employee would reasonably be expected to have knowledge in connection with or relating to their employment with Seller or its Affiliates. After the Closing, Seller shall, and shall cause its Affiliates and their respective employees and agents to, subject to any Legal Requirements and any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual third-party confidentiality obligations, (i) afford Buyer and its Affiliates and their respective employees and agents reasonable access, during normal business hours and upon reasonable prior notice, to Seller's and its Affiliates' properties, contracts, books and records and other documents and information relating to the Company and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and/or its Subsidiaries, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement (ii) make Seller's and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect ' employees reasonably available to confidentiality (providedBuyer and its Affiliates, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or (C) result in loss of legal protectioneach case, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required requested by Buyer in connection with (A) any item for which indemnification is being sought pursuant to this Agreement or any other Transaction Document, (B) any good faith effort of Buyer or any of its Affiliates to enforce any of its rights under this Agreement or any other Transaction Document, (C) any inquiry directed to Buyer or its Affiliates from any Governmental Body, or any response or submission by Buyer or its Affiliates to any Governmental Body, with respect to (I) the purpose of complying Products, (II) the Purchased Assets, (III) this Agreement or any other Transaction Document or (IV) any Transferred Employee or (D) any Proceeding brought by or against Buyer or its Affiliates with applicable Antitrust Lawsrespect to (I) the Products, (II) the Purchased Assets, (III) this Agreement or any other Transaction Document or (IV) any Transferred Employee.

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

Access and Investigation. Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) During the Acceptance Time and (b) period from the termination date of this Agreement pursuant to Section 7.1 through the Effective Time (such period being referred to herein as the “Interim "Pre-Closing Period”"), the Company shallwill, and shall will cause its the respective Representatives of the Acquired Corporations to: (i) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours to the Company’s and its Subsidiaries’ respective Acquired Corporations' Representatives, properties, personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations; and (ii) promptly provide Parent and Parent’s 's Representatives with such copies of the existing books, records, Tax Returns, work papers, files related to Intellectual Property Rights, Contracts papers and other documents and information relating to the Company and/or its SubsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and/or its SubsidiariesAcquired Corporations, as Parent may reasonably request. Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under Without limiting the Confidentiality Agreement and will be subject to the provisions generality of the Confidentiality Agreement. Nothing in this Section 5.1 will require foregoing, during the Pre-Closing Period, the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) wouldwill promptly provide Parent with copies of: (A) violate any all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (1) copies of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality 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 (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions 2) copies of any documents withheld in accordance with sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations)Company's senior management; (B) result in a violation any written materials or communications sent by or on behalf of applicable Lawthe Company to its stockholders; or (C) result 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 loss the ordinary course of legal protectionbusiness and consistent with past practices); (D) any notice, including report or other document filed with or sent to any Governmental Body on behalf of any of the attorney-client privilege Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and work product doctrine (so long as E) any material notice, report or other document received by any of the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust LawsAcquired Corporations from any Governmental Body.

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

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

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

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