Common use of Access to Information Concerning Properties and Records; Confidentiality Clause in Contracts

Access to Information Concerning Properties and Records; Confidentiality. (a) Seller agrees that, during the period commencing on the date hereof and ending on the Closing Date, (i) it will give or cause to be given to Buyer and its counsel, financial advisors, auditors and other authorized representatives (collectively, "REPRESENTATIVES") such access, during normal business hours and upon reasonable advance notice, to the Plants, properties, books and records of the PE Group relating to the Assets or the Analytical Instruments Business, as Buyer may from time to time reasonably request and (ii) it will furnish or cause to be furnished to Buyer such financial and operating data and other information with respect to the business and properties of the Analytical Instruments Business, as Buyer may from time to time reasonably request; PROVIDED, HOWEVER, that Seller shall have the right to have a representative present at all such times; and PROVIDED, FURTHER, that such access shall be at the expense and risk of Buyer. Buyer and its Representatives shall be entitled, in consultation with Seller, to such access to the representatives, officers and employees of Seller and the Subsidiaries to the extent they are involved in the Analytical Instruments Business as Buyer may reasonably request. Buyer agrees that it will, and will cause its Representatives to, continue to treat all information so obtained from Seller as "Information" under the confidentiality agreement entered into between WDR (on behalf of Seller) and Buyer dated September 8, 1998 (the "CONFIDENTIALITY AGREEMENT"), and will continue to honor its obligations thereunder and that, if requested by Seller, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms of the Confidentiality Agreement and agreeing to be bound thereby. (b) Notwithstanding Section 4.1 (a) and the information provided to Buyer after the date hereof, Buyer hereby acknowledges that it has made its own determinations with respect to the Analytical Instruments Business, the Assets, the Subsidiary Stock and the Assumed Liabilities, and acknowledges and agrees that Seller has made and makes no representations or

Access to Information Concerning Properties and Records; Confidentiality. (a) Seller agrees that, during During the period commencing on the date hereof and ending on the Initial Closing Date, (i) it the Company will, and will give or use all reasonable efforts to cause El Paso and its Affiliates to, and to be given cause the Tenneco Entities and the Tenneco Entities' Subsidiaries to, upon reasonable request, afford to Buyer and the Buyer, its counsel, financial advisors, auditors accountants and other authorized representatives (collectively, "REPRESENTATIVES") such access, professional advisers reasonable access during normal business hours and upon reasonable advance notice, to the Plantsoffices, plants, properties, contracts, books and records of the PE Group relating Company, the Tenneco Entities and the Tenneco Entities' Subsidiaries (and permit the Buyer and its counsel, accountants and other authorized representatives to make copies of such contacts, books and records at their own expense), in order that the Buyer may have the full opportunity to make such reasonable investigations as it desires to make of the affairs of the Company, the Tenneco Entities and the Tenneco Entities' Subsidiaries, provided that no investigation pursuant to this Section 7.2 will affect any representations or warranties or the conditions to the Assets obligations of the parties hereto to consummate the purchase of the Company Shares as contemplated hereby or the Analytical Instruments Businessother transactions contemplated hereby. The Company agrees that it will, as Buyer may from time and will cause the Tenneco Entities and the Tenneco Entities' Subsidiaries and their respective officers, accountants and other professional advisers, to, furnish to time reasonably request and (ii) it will furnish or cause to be furnished to the Buyer such financial and operating data and other additional information with respect to as the business and properties of the Analytical Instruments Business, as Buyer may from time to time reasonably request; PROVIDED, HOWEVER, that Seller shall have the right to have a representative present at all such times; and PROVIDED, FURTHER, that such access shall be at the expense and risk of Buyer. Buyer and its Representatives shall be entitled, in consultation with Seller, to such access to the representatives, officers and employees of Seller and the Subsidiaries to the extent they are involved in the Analytical Instruments Business as Buyer may reasonably request. . (b) The Buyer agrees that it will, and will cause its Representatives officers, employees, advisors and representatives to, continue to treat hold in strict confidence all data and information so obtained from Seller the Company, the Tenneco Entities or any of the Tenneco Entities' Subsidiaries or on their behalf (other than information which (i) is or becomes publicly available or (ii) which was already in the possession of the Buyer, in each case other than as "Information" under a result of a breach by the Buyer or any of its officers, employees, advisors and representatives of this covenant or other confidentiality agreement entered into between WDR (on behalf or legal or fiduciary obligation of Sellersecrecy to the Company, the Tenneco Entities or any of the Tenneco Entities' Subsidiaries) and Buyer dated September 8, 1998 (the "CONFIDENTIALITY AGREEMENT")will not, and will continue insure that such other persons do not, disclose such data and information to honor its obligations thereunder others without the prior written consent of the Company, except that the Buyer may provide such data and thatinformation in response to legal process or applicable governmental regulations, if requested by Sellerbut only that portion of the data and information which, it will cause any in the opinion of counsel for the Buyer, is legally required to be furnished, and provided that the Buyer notifies the Company in writing of its Representatives so requested obligation to enter into a written agreement acknowledging provide such confidential data and information and fully cooperate with the terms Company to protect the confidentiality of the Confidentiality Agreement such data and agreeing to be bound therebyinformation. (b) Notwithstanding Section 4.1 (a) and the information provided to Buyer after the date hereof, Buyer hereby acknowledges that it has made its own determinations with respect to the Analytical Instruments Business, the Assets, the Subsidiary Stock and the Assumed Liabilities, and acknowledges and agrees that Seller has made and makes no representations or

Access to Information Concerning Properties and Records; Confidentiality. (a) Seller agrees thatThe Company shall cause the Acquired Company and each Asset Seller, during the period commencing on the date hereof of this Agreement and ending on the Closing Date, (i) it will give or cause to be given to Buyer and its counsel, financial advisors, auditors and other authorized representatives (collectively, "REPRESENTATIVES") such access, during normal business hours and upon reasonable advance notice, to the Plants, properties, books and records of the PE Group relating to the Assets or the Analytical Instruments Business, as Buyer may from time to time reasonably request and (ii) it will furnish or cause to be furnished to Buyer and its authorized representatives, at reasonable times and upon reasonable advance notice, (a) such financial and operating data and other information with respect access, during normal business hours, to the business offices and properties of the Analytical Instruments Business, as Buyer may from time to time reasonably request; PROVIDED, HOWEVER, that Seller shall have the right to have a representative present at all such times; and PROVIDED, FURTHER, that such access shall be at the expense and risk of Buyer. Buyer and its Representatives shall be entitled, in consultation with Seller, to such access relating to the representatives, officers and employees of Seller and the Subsidiaries to the extent they are involved in the Analytical Instruments Acquired Business as Buyer may reasonably requestrequest and (b) such access to the Books and Records of the Acquired Business, including the Acquired Contracts, as Buyer may reasonably request (other than the Excluded Books and Records); provided, however, that (i) the Company and its Affiliates shall not be required to violate any obligation of confidentiality, applicable Order or applicable Law to which any such Person is subject or to waive any privilege which any such Person may possess in discharging the obligations set forth in this Section 5.1 (provided, that in such event, the Company and its Affiliates shall reasonably cooperate with Buyer to seek an appropriate remedy to permit the access contemplated hereby); (ii) neither Buyer, any of its Affiliates, nor their respective officers, employees, agents or representatives shall have access to any employees or personnel of Sellers or any of their Affiliates without the Company’s prior written consent; and (iii) the Company and its Affiliates shall not be required to furnish or otherwise make available to Buyer customer-specific data, competitively sensitive information or otherwise privileged information. Buyer agrees that it will, and will cause its Representatives to, continue to shall treat all information so obtained from Seller the Company, its Affiliates or its or their respective representatives in accordance with this Section 5.1 or otherwise and all other information related to the transactions contemplated hereby as "“Proprietary Information" ” and “Transaction Information,” respectively, under the confidentiality agreement entered into agreement, dated as of July 5, 2023, by and between WDR (on behalf of Seller) the Company and Buyer dated September 8, 1998 (the "CONFIDENTIALITY AGREEMENT"“Confidentiality Agreement”), and will Buyer shall continue to honor its obligations thereunder and thatin accordance with its terms; provided, if requested by Sellerhowever, it will cause any of its Representatives so requested to enter into a written agreement acknowledging that the terms of the Confidentiality Agreement and agreeing to be bound thereby. (b) Notwithstanding Section 4.1 (a) and the information provided to Buyer after the date hereof, Buyer Company hereby acknowledges that it has made its own determinations with respect consents to the Analytical Instruments disclosure of confidential information regarding the Acquired Business, the AssetsAcquired Company, this Agreement or the Subsidiary Stock and transactions contemplated thereby, by Buyer to any potential broker or insurer to the Assumed Liabilities, extent necessary or advisable in connection with obtaining a R&W Insurance Policy and acknowledges and agrees that Seller has made Buyer shall have the right to disclose confidential information regarding the Company and makes no representations orto enter into discussions with any

Access to Information Concerning Properties and Records; Confidentiality. Except for information that (ai) Seller Parent reasonably believes is competitively sensitive, relating to the trade secrets of the Companies or the Subsidiaries, (ii) if provided, would adversely affect the ability of Parent, the Companies or the Subsidiaries to assert attorney-client or attorney work product privilege or other similar privilege and (iii) in the reasonable opinion of Parent’s legal counsel, may result in a violation of any Law or Contract applicable to Parent, the Companies or the Subsidiaries, Parent agrees thatto cause the Companies and the Subsidiaries, during the period commencing on the date hereof and ending on the Closing Date, (i) it will give to furnish or cause to be given furnished to Buyer and its counselrepresentatives, financial advisorsat reasonable times and upon reasonable notice, auditors and other authorized representatives (collectively, "REPRESENTATIVES"A) such access, during normal business hours and upon reasonable advance noticehours, to the Plants, properties, books and records of the PE Group relating to the Assets or the Analytical Instruments Business, Company Facilities as Buyer may from time to time reasonably request with due regard to minimizing disruption of the business of the Companies and the Subsidiaries; (B) such access to the books and records of Parent, the Companies and the Subsidiaries relating to the Companies and the Subsidiaries as Buyer may from time to time reasonably request; and (iiC) it will furnish or cause such access to be furnished to Buyer such financial and operating data and other information with respect to the business Companies and properties the Subsidiaries, including access to the work papers of Parent’s independent auditors (with the Analytical Instruments Businessconsent of such auditors, which Parent shall use its reasonable best efforts to obtain), as Buyer may from time to time reasonably request; PROVIDED. Further, HOWEVERduring such period, that Seller upon reasonable advance notice to and with the prior consent of Parent in each instance (which consent shall have the right to have a representative present at all such times; and PROVIDEDnot be unreasonably withheld), FURTHER, that such access shall be at the expense and risk of Buyer. Buyer and its Representatives representatives shall be entitled, in consultation with Seller, entitled to such access to the representatives, officers and key employees of Seller the Companies and the Subsidiaries to the extent they are involved in the Analytical Instruments Business as Buyer may reasonably request; provided that prior to withholding any information described in clauses (i), (ii) or (iii), Parent shall notify Buyer in writing of the nature of such information being withheld and take any actions as may reasonably be requested by Buyer to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements, redacting parts of documents or preparing “clean” summaries of information) in order to allow Buyer access to such information to the fullest extent reasonably practicable under the circumstances. Buyer agrees that it will, and will cause its Representatives to, continue to treat all information so obtained from Seller Parent, the Companies or the Subsidiaries or otherwise obtained in its due diligence investigation of the Companies and the Subsidiaries, including pursuant to Section 5.9, as "“Proprietary Information" ” under the confidentiality letter agreement entered into between WDR (on behalf of Seller) Buyer and Buyer Parent dated September 8April 12, 1998 2016 (the "CONFIDENTIALITY AGREEMENT"), “Confidentiality Agreement”) and will continue to honor its obligations thereunder and that, if requested by Seller, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms of the Confidentiality Agreement and agreeing to be bound therebythereunder. (b) Notwithstanding Section 4.1 (a) and the information provided to Buyer after the date hereof, Buyer hereby acknowledges that it has made its own determinations with respect to the Analytical Instruments Business, the Assets, the Subsidiary Stock and the Assumed Liabilities, and acknowledges and agrees that Seller has made and makes no representations or

Access to Information Concerning Properties and Records; Confidentiality. (a) Seller agrees that, during the period commencing on the date hereof and ending on the Closing Date, (i) it will give or cause to be given to Buyer and its counsel, financial advisors, auditors and other authorized representatives (collectively, "REPRESENTATIVESRepresentatives") such access, during normal business hours and upon reasonable advance notice, to the Plants, properties, books and records of the PE Group relating to the Assets or the Analytical Instruments Business, as Buyer may from time to time reasonably request and (ii) it will furnish or cause to be furnished to Buyer such financial and operating data and other information with respect to the business and properties of the Analytical Instruments Business, as Buyer may from time to time reasonably request; PROVIDEDprovided, HOWEVERhowever, that Seller shall have the right to have a representative present at all such times; and PROVIDEDprovided, FURTHERfurther, that such access shall be at the expense and risk of Buyer. Buyer and its Representatives shall be entitled, in consultation with Seller, to such access to the representatives, officers and employees of Seller and the Subsidiaries to the extent they are involved in the Analytical Instruments Business as Buyer may reasonably request. Buyer agrees that it will, and will cause its Representatives to, continue to treat all information so obtained from Seller as "Information" under the confidentiality agreement Confidentiality Agreement entered into between WDR (on behalf of Seller) and Buyer dated September 8, 1998 (the "CONFIDENTIALITY AGREEMENTConfidentiality Agreement"), and will continue to honor its obligations thereunder and that, if requested by Seller, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms of the Confidentiality Agreement and agreeing to be bound thereby. (b) Notwithstanding Section 4.1 (a) and the information provided to Buyer after the date hereof, Buyer hereby acknowledges that it has made its own determinations with respect to the Analytical Instruments Business, the Assets, the Subsidiary Stock and the Assumed Liabilities, and acknowledges and agrees that Seller has made and makes no representations oror warranties, express or implied, at common law, by statute or otherwise, except as specifically set forth in this Agreement, and Seller hereby disclaims all implied warranties, including warranties of merchantability or fitness for a particular purpose.

Access to Information Concerning Properties and Records; Confidentiality. (a) Seller Except for information that (i) Parent reasonably believes is competitively sensitive, relating to the trade secrets of the Companies or the Subsidiaries, (ii) if provided, would adversely affect the ability of Parent, the Companies or the Subsidiaries to assert attorney-client or attorney work product privilege or other similar privilege and (iii) in the reasonable opinion of Parent’s legal counsel, may result in a violation of any Law or Contract applicable to Parent, the Companies or the Subsidiaries, Parent agrees thatto cause the Companies and the Subsidiaries, during the period commencing on the date hereof and ending on the Closing Date, (i) it will give to furnish or cause to be given furnished to Buyer and its counselrepresentatives, financial advisorsat reasonable times and upon reasonable notice, auditors and other authorized representatives (collectively, "REPRESENTATIVES"A) such #88810454v1 access, during normal business hours and upon reasonable advance noticehours, to the Plants, properties, books and records of the PE Group relating to the Assets or the Analytical Instruments Business, Company Facilities as Buyer may from time to time reasonably request with due regard to minimizing disruption of the business of the Companies and the Subsidiaries; (B) such access to the books and records of Parent, the Companies and the Subsidiaries relating to the Companies and the Subsidiaries as Buyer may from time to time reasonably request; and (iiC) it will furnish or cause such access to be furnished to Buyer such financial and operating data and other information with respect to the business Companies and properties the Subsidiaries, including access to the work papers of Parent’s independent auditors (with the Analytical Instruments Businessconsent of such auditors, which Parent shall use its reasonable best efforts to obtain), as Buyer may from time to time reasonably request; PROVIDED. Further, HOWEVERduring such period, that Seller upon reasonable advance notice to and with the prior consent of Parent in each instance (which consent shall have the right to have a representative present at all such times; and PROVIDEDnot be unreasonably withheld), FURTHER, that such access shall be at the expense and risk of Buyer. Buyer and its Representatives representatives shall be entitled, in consultation with Seller, entitled to such access to the representatives, officers and key employees of Seller the Companies and the Subsidiaries to the extent they are involved in the Analytical Instruments Business as Buyer may reasonably request; provided that prior to withholding any information described in clauses (i), (ii) or (iii), Parent shall notify Buyer in writing of the nature of such information being withheld and take any actions as may reasonably be requested by Buyer to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements, redacting parts of documents or preparing “clean” summaries of information) in order to allow Buyer access to such information to the fullest extent reasonably practicable under the circumstances. Buyer agrees that it will, and will cause its Representatives to, continue to treat all information so obtained from Seller Parent, the Companies or the Subsidiaries or otherwise obtained in its due diligence investigation of the Companies and the Subsidiaries, including pursuant to Section 5.9, as "“Proprietary Information" ” under the confidentiality letter agreement entered into between WDR (on behalf of Seller) Buyer and Buyer Parent dated September 8April 12, 1998 2016 (the "CONFIDENTIALITY AGREEMENT"), “Confidentiality Agreement”) and will continue to honor its obligations thereunder and that, if requested by Seller, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms of the Confidentiality Agreement and agreeing to be bound therebythereunder. (b) Notwithstanding Section 4.1After the Closing, Parent and its Affiliates will hold, and will cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of applicable Law, all confidential documents and information concerning the Companies and the Subsidiaries, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent or any of its Affiliates, (ii) in the public domain through no fault of Parent or its Affiliates or (iii) later lawfully acquired by Parent or any of its Affiliates from sources other than those related to its prior ownership of the Companies and the Subsidiaries. The obligation of Parent and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. (ac) and Prior to the information provided to Buyer after the date hereofClosing, Buyer hereby acknowledges that it has made its own determinations with respect to the Analytical Instruments Businessmatter described in Item 9 of Section 3.12(a) of the Disclosure Schedule, (i) Parent shall promptly inform Buyer of any material communication received from, or given to, any Government Entity regarding such matter, (ii) Buyer shall have the Assets, the Subsidiary Stock and the Assumed Liabilitiesright to review in advance, and acknowledges to the extent practicable Parent shall consult with Buyer on and agrees that Seller has consider in good faith the views of Buyer in connection with, any material filing made with, or material written materials to be submitted to any Government Entity in connection with such matter, (iii) Parent shall make available to Buyer copies of all material filings, notices and makes other written communications submitted or made by Parent or its Affiliates to any Government Entity or received from any Government Entity in connection with such matter and (iv) Parent shall consult with Buyer in advance of any material meeting, discussion, telephone call or conference with any #88810454v1 Government Entity, and to the extent not expressly prohibited by the Government Entity or Person, give Buyer the opportunity to attend and participate in such meetings and conferences, in each case, regarding such matter, and (v) Parent shall consult with Buyer with respect to such matter and shall, upon Buyer’s reasonable request and in any event no representations orless often than biweekly, provide Buyer with reasonably detailed oral reports on the progress and status of such matter (including an opportunity to discuss such matter with the counsel for such matter and review any documents discovered or produced in connection with such matter).

Access to Information Concerning Properties and Records; Confidentiality. (a) Except as would be prohibited by applicable law, each Seller agrees that, during the period commencing on the date hereof and ending on the Closing Date, (i) it will give or cause to be given to Buyer and its counsel, financial advisors, auditors and other authorized representatives (collectively, "REPRESENTATIVES"including its Financing sources and their representatives) such access, during normal business hours and upon reasonable advance noticehours, to the Plants, properties, books and records of the PE Group such Seller relating to the Assets or the Analytical Instruments Businessbusiness of R.V. Division including, without limitation, such Seller's open order file, as Buyer may from time to time reasonably request and request, (ii) it will furnish or cause to be furnished to Buyer such financial and operating data and other information with respect to the business and properties of the Analytical Instruments BusinessR.V. Division, including access to the work papers of the Company's independent auditors, as Buyer may from time to time reasonably request; PROVIDED, HOWEVER, that Seller shall have the right to have a representative present at all such times; and PROVIDED, FURTHER, that such access shall be at the expense and risk of Buyer. (iii) Buyer and its Representatives representatives shall be entitled, in consultation with such Seller, to such access to the representatives, officers and employees of such Seller and the Subsidiaries to the extent they are involved in the Analytical Instruments Business business of R.V. Division as Buyer may reasonably request, (iv) it will cooperate with Buyer and Buyer's representatives in the preparation of any environmental assessment or audit report and it will allow Buyer and its representatives to enter the Plants in order to conduct such environmental tests and evaluations thereof as the Buyer shall reasonably request, including, without limitation, soils and groundwater sampling, surveying, environmental compliance reviews, structural, HVAC and roof inspections and asbestos inspections. Any such environmental assessment or audit report shall be prepared at Buyer's expense and shall be addressed to Buyer; provided, that a draft of such report shall be provided to Sellers in order to provide Sellers the opportunity to correct any factual errors in such report prior to its issuance. Buyer agrees that it will, and will cause its Representatives to, continue to treat all information so obtained from such Seller as "Information" under the confidentiality agreement Confidentiality Agreement entered into between WDR (on behalf of Seller) Buyer and Buyer the Company dated September 8November 16, 1998 (the "CONFIDENTIALITY AGREEMENT"), 1995 and will continue to honor its obligations thereunder and that, if requested by Seller, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms of the Confidentiality Agreement and agreeing to be bound therebythereunder. (b) Notwithstanding Section 4.1 (a) and the information provided to Buyer after the date hereof, Buyer hereby acknowledges that it has made its own determinations with respect to the Analytical Instruments Business, the Assets, the Subsidiary Stock and the Assumed Liabilities, and acknowledges and agrees that Seller has made and makes no representations or

Access to Information Concerning Properties and Records; Confidentiality. (a) Seller agrees thatXcerra shall, and shall cause each Asset Seller, and their respective officers, directors and employees, during the period commencing on the date hereof of this Agreement and ending on the Closing Date, Date (i) it will give or cause to be given to Buyer and its counsel, financial advisors, auditors and other authorized representatives (collectively, "REPRESENTATIVES") such access, during normal business hours and upon reasonable advance notice, to the Plants, properties, books and records of the PE Group relating to the Assets or the Analytical Instruments Businessearlier termination of this Agreement), as Buyer may from time to time reasonably request and (ii) it will to, furnish or cause to be furnished to Buyer and its representatives, at reasonable times and upon reasonable advance notice, (a) such financial and operating data and other information with respect access, during normal business hours, to the business offices and properties of relating to the Analytical Instruments Business, Harbor Electronics Business as Buyer may from time to time reasonably request; PROVIDED, HOWEVER, that Seller shall have the right to have a representative present at all such times; request and PROVIDED, FURTHER, that such access shall be at the expense and risk of Buyer. Buyer and its Representatives shall be entitled, in consultation with Seller, to (b) such access to the representativesBooks and Records, officers Contracts, assets, personnel (subject to Schedule 5.2(e)(ii)), operations and employees information of Seller and the Subsidiaries to the extent they are involved in the Analytical Instruments Harbor Electronics Business as Buyer may request; provided, however, that Xcerra and its Affiliates shall not be required to violate any obligation of confidentiality existing as of the date that such access is to be provided hereunder (it being agreed that Xcerra shall use commercially reasonable efforts to provide such access rights to Buyer in all applicable confidentiality agreements executed from and after the date hereof and that the Buyer agrees to be bound by all confidentiality obligations of Xcerra’s representatives set forth therein), applicable Order or applicable Law to which any such Person is subject or to waive any privilege which any such Person may possess in discharging the obligations set forth in this Section 4.1 (provided, that, in such event, Xcerra and its Affiliates shall reasonably requestcooperate with Buyer to seek an appropriate remedy to permit the access contemplated hereby). Promptly following the preparation thereof in the Ordinary Course of Business by Xcerra (and in any event not later than ten (10) business days after the end of such month), Xcerra shall furnish to Buyer an unaudited income statement of the Harbor Electronics Business for such month and a balance sheet of the Harbor Electronics Business as of the end of such month, prepared on a basis consistent with the Financial Statements. Buyer agrees that it will, and will cause its Representatives to, continue to shall treat all information so obtained from Seller Xcerra, its Affiliates or their respective representatives in accordance with this Section 4.1 as "Information" Confidential Information under the confidentiality agreement entered into Confidentiality Agreement, dated as of February 27, 2014, by and between WDR (on behalf of Seller) and Buyer dated September 8, 1998 the Parties (the "CONFIDENTIALITY AGREEMENT"“Confidentiality Agreement”), and will Buyer shall continue to honor honor, and cause its representatives to honor, its obligations thereunder thereunder. From the date of this Agreement until the Closing Date, Buyer shall not contact or initiate or engage in discussions relating to the transactions contemplated by this Agreement with any customer, vender or lessor of Xcerra or any Harbor Electronics Business without the prior written consent of Xcerra; provided, however, that (i) such consent shall not be unreasonably withheld, conditioned or delayed and that(ii) no such consent shall be required for contacts or discussions with existing customers or vendors of Buyer or its Affiliates or the engagement in non-substantive discussions with any customers, if requested by Seller, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms vendors or lessors of the Confidentiality Harbor Electronics Business who initiate contact with Buyer that do not pertain to the transactions contemplated by this Agreement beyond the information with respect thereto that is in the public domain or as to which Xcerra has previously consented. Buyer hereby acknowledges and agreeing agrees that any investigation pursuant to this Section 4.1 shall be bound therebyconducted in such a manner as to not interfere unreasonably with the operations of Xcerra or any Harbor Electronics Business, and Buyer shall not be permitted to undertake any environmental sampling or invasive testing without Xcerra’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed and, for the avoidance of doubt, this provision shall not require Xcerra to take any action, or provide any information to Buyer, that would reasonably be deemed to transfer prematurely to Buyer operational control over either Harbor Electronics Business, or to constitute unlawful joint activity by Buyer and Xcerra, in violation of any applicable Law. (b) Notwithstanding Section 4.1Prior to the mutual execution of this Agreement, Buyer has conducted the feasibility studies and investigation that Buyer deems appropriate to determine the condition and status of the Acquired Real Property. (ai) Buyer is deemed to have represented to Xcerra that (i) Buyer has concluded whatever studies, tests, and investigations concerning the information provided to Acquired Real Property that Buyer after desires, and (ii) Buyer has examined and approved the date hereof, condition and all other aspects of the Acquired Real Property. (ii) Buyer hereby acknowledges that it has no warranties or representations other than those set forth in this Agreement have been made its own determinations with respect to by Xcerra regarding the Analytical Instruments Business, the Assets, the Subsidiary Stock and the Assumed Liabilities, and Acquired Real Property. Buyer specifically acknowledges and agrees that Seller has made except for any warranties and makes no representations orset forth in this Agreement, Buyer is purchasing the Acquired Real Property on an “as is where is with all faults” basis and that except as set forth in this Agreement, Buyer is not relying on any warranties or representations of any kind whatsoever, express or implied, from the Selling Parties or any of their officers, directors, partners, employees, agents, and contractors as to any matters concerning the Acquired Real Property, including, without limitation: (i) the quality, nature, adequacy, and physical condition of soils; geology, and any groundwater; (ii) the size or boundaries of the Acquired Real Property; (iii) the existence, nature or adequacy of ingress and egress to the Acquired Real Property; (iv) the existence, nature or adequacy of utilities serving the Acquired Real Property, including without limitation, water, sewer, electric, gas, phone and cable service; (v) the nature, adequacy and quality of drainage on the Acquired Real Property, including the occurrence of any flooding, and the presence or adequacy of any sloughs or levees; (vi) the condition, size or adequacy of improvements on the Acquired Real Property; (vii) the present or future zoning or other legal status of the Acquired Real Property or any other private restrictions on use of the Acquired Real Property; (viii) the compliance of the Acquired Real Property or its construction, development or operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity; (ix) the development potential of the Acquired Real Property, and the Acquired Real Property’s use, habitability, merchantability or fitness, or the suitability, value or adequacy of the Acquired Real Property for any purpose; (x) the presence of Hazardous Materials (as such term is defined below) at, on, under or about the Acquired Real Property, or adjoining or neighboring property; (xi) the condition of title to the Acquired Real Property; and (xii) the economics of operation of the Acquired Real Property (collectively, all of the foregoing, except to the extent of any warranties and representations set forth in Article 3 of this Agreement, shall be hereinafter be referred to as the “Property Conditions”). The Buying Parties represents that, except to the extent of any warranties and representations set forth in Article 3 of this Agreement, each is relying solely on its own expertise and that of its consultants and advisors and is making and relying upon its own inspections of all aspects of the Acquired Real Property. Each of the Buying Parties hereby waives, releases, acquits and forever discharges each of the Selling Parties and their officers, directors, employees, agents, partners, and any other persons acting on or in behalf of the Selling Parties, and the heirs, successors and assigns of each of the foregoing, of and from any and all claims, liabilities, obligations, demands, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen (“Claims”), that it now has, or which may arise in the future, on account of or in any way growing out of or connected with the Property Conditions. Each of the Buying Parties expressly waives the benefits of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” /s/ M.L. Buyer’s Initials /s/ L.C. FastPrint LLC’s Initials /s/ X.Y.Q FastPrint HK’s Initials The provisions of this section shall survive the Closing.

Access to Information Concerning Properties and Records; Confidentiality. (a) Dover shall, and shall cause each Equity Seller, Asset Seller agrees thatand Acquired Company, and their respective officers, directors and employees, during the period commencing on the date hereof of this Agreement and ending on the Closing Date, (i) it will give or cause to be given to Buyer and its counselto, financial advisors, auditors and other authorized representatives (collectively, "REPRESENTATIVES") such access, during normal business hours and upon reasonable advance notice, to the Plants, properties, books and records of the PE Group relating to the Assets or the Analytical Instruments Business, as Buyer may from time to time reasonably request and (ii) it will furnish or cause to be furnished to Buyer and its representatives, at reasonable times and upon reasonable advance notice, (a) such financial and operating data and other information with respect access, during normal business hours, to the business offices and properties of relating to the Analytical Instruments Business, Acquired Businesses as Buyer may from time to time reasonably request; PROVIDED, HOWEVER, that Seller shall have the right to have a representative present at all such times; request and PROVIDED, FURTHER, that such access shall be at the expense and risk of Buyer. Buyer and its Representatives shall be entitled, in consultation with Seller, to (b) such access to the representativesBooks and Records, officers Contracts, assets, personnel, operations and employees information of Seller and the Subsidiaries to the extent they are involved in the Analytical Instruments each Acquired Business as Buyer may request; provided, however, that Dover and its Affiliates shall not be required to violate any obligation of confidentiality existing as of the date that such access is to be provided hereunder (it being agreed that Dover shall use commercially reasonable efforts to provide such access rights to Buyer in all applicable confidentiality agreements executed from and after the date hereof and that the Buyer agrees to be bound by all confidentiality obligations of Dover’s representatives set forth therein), applicable Order or applicable Law to which any such Person is subject or to waive any privilege which any such Person may possess in discharging the obligations set forth in this Section 4.1 (provided, that, in such event, Dover and its Affiliates shall reasonably requestcooperate with Buyer to seek an appropriate remedy to permit the access contemplated hereby). Promptly following the preparation thereof in the Ordinary Course of Business by Dover (and in any event not later than ten (10) business days after the end of such month), Dover shall furnish to Buyer an unaudited income statement of the Acquired Businesses for such month and a balance sheet of the Acquired Businesses as of the end of such month, prepared on a basis consistent with the Financial Statements. Buyer agrees that it will, and will cause its Representatives to, continue to shall treat all information so obtained from Seller Dover, its Affiliates or their respective representatives in accordance with this Section 4.1 as "“Evaluation Material” and “Transaction Information" ,” respectively, under the confidentiality agreement entered into Confidentiality Agreement, dated as of January 24, 2013, by and between WDR (on behalf of Seller) and Buyer dated September 8, 1998 the Parties (the "CONFIDENTIALITY AGREEMENT"“Confidentiality Agreement”), and will Buyer shall continue to honor honor, and cause its representatives to honor, its obligations thereunder thereunder. From the date of this Agreement until the Closing Date, Buyer shall not contact or initiate or engage in discussions relating to the transactions contemplated by this Agreement with any customer, vender or lessor of Dover or any Acquired Business without the prior written consent of Dover; provided, however, that (i) such consent shall not be unreasonably withheld, conditioned or delayed and that(ii) no such consent shall be required for contacts or discussions with existing customers or vendors of Buyer or its Affiliates or the engagement in non-substantive discussions with any customers, if requested by Seller, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms vendors or lessors of the Confidentiality Acquired Businesses who initiate contact with Buyer that do not pertain to the transactions contemplated by this Agreement and agreeing to be bound thereby. (b) Notwithstanding Section 4.1 (a) and beyond the information provided with respect thereto that is in the public domain or as to Buyer after the date hereof, which Dover has previously consented. Buyer hereby acknowledges that it has made its own determinations with respect to the Analytical Instruments Business, the Assets, the Subsidiary Stock and the Assumed Liabilities, and acknowledges and agrees that Seller has made any investigation pursuant to this Section 4.1 shall be conducted in such a manner as to not interfere unreasonably with the operations of Dover or any Acquired Business, and makes no representations orBuyer shall not be permitted to undertake any environmental sampling or invasive testing without Dover’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed and, for the avoidance of doubt, this provision shall not require Dover to take any action, or provide any information to Buyer, that would reasonably be deemed to transfer prematurely to Buyer operational control over either Acquired Business, or to constitute unlawful joint activity by Buyer and Dover, in violation of any applicable Competition Law.

Access to Information Concerning Properties and Records; Confidentiality. Except (a) Seller agrees for information which, if provided, would adversely affect the ability of the Sellers or any of their affiliates to assert attorney- client or attorney work product privilege or other similar privilege and (b) as prohibited by applicable law, the Sellers agree that, during the period commencing on the date hereof and ending on the Closing Date, (i) it they will give or cause to be given to Buyer and its counsel, financial advisors, auditors and other authorized representatives (collectively, "REPRESENTATIVES"including its Financing sources and their representatives) such access, during normal business hours and upon reasonable advance noticehours, to the PlantsFacilities, properties, books and records of the PE Group Sellers relating to the Assets or the Analytical Instruments Business, Business as Buyer may from time to time reasonably request and request, (ii) it they will furnish or cause to be furnished to Buyer such financial and operating data and other information with respect to the business Business and the properties of the Analytical Instruments BusinessDivision, including access to the work papers of the Company's independent auditors (with the consent of such auditors, which the Company shall use its reasonable best efforts to obtain), as Buyer may from time to time reasonably request; PROVIDED, HOWEVER, that Seller shall have the right to have a representative present at all such times; and PROVIDED, FURTHER, that such access shall be at the expense and risk of Buyer. (iii) Buyer and its Representatives representatives shall be entitled, in consultation upon reasonable advance notice to and with Sellerthe consent of the Company (which shall not be unreasonably withheld), to such access to the representatives, customers, suppliers, union officials, officers and employees of Seller and the Subsidiaries to the extent they are Sellers involved in the Analytical Instruments Business as Buyer may reasonably request. In connection with the foregoing, Buyer agrees that it will, may complete "Phase I" environmental assessments of the Facilities of customary scope and conduct such other environmental assessments and investigations as to which Buyer and the Company agree in writing. Buyer and Parents will cause its Representatives to, continue to treat all information so obtained from Seller as "Information" under comply with the confidentiality terms of that certain access agreement entered into between WDR (on behalf of Seller) Tower and Buyer the Company dated September 8January 10, 1998 1997 (the "CONFIDENTIALITY ACCESS AGREEMENT"), and will continue to honor its obligations thereunder and that, if requested by Seller, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms of the Confidentiality Agreement and agreeing to be bound thereby. (b) Notwithstanding Section 4.1 (a) and the information provided to Buyer after the date hereof, Buyer hereby acknowledges that it has made its own determinations with respect to the Analytical Instruments Business, the Assets, the Subsidiary Stock and the Assumed Liabilities, and acknowledges and agrees that Seller has made and makes no representations or