Common use of Access to Information; Confidentiality; Public Announcements Clause in Contracts

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of the Closing Date and the termination of this Agreement in accordance with Article 10, the Company shall, and shall cause the other members of the Company Group and their respective Representatives to, give the Buyer and its authorized Representatives reasonable access, exclusively for purposes related to the transactions contemplated hereby, during normal business hours to all books, records, personnel, offices and other facilities and properties of the Company Group as the Buyer or its authorized Representatives may from time to time reasonably request; provided, however, that (i) any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of the Company Group, (ii) the Buyer shall not conduct any invasive sampling or testing of building materials or the Environment with respect to the Real Property, unless, in each instance, approved in writing in advance by the Seller, (iii) the Buyer and its Representatives shall not (other than in the ordinary course of business unrelated to this Agreement and the transactions contemplated hereby) contact or otherwise communicate with the employees, customers or suppliers of the Company Group unless, in each instance, approved in writing in advance by the Seller (such approval not to be unreasonably withheld, conditioned or delayed, but it being understood that the Company shall reasonably cooperate with the Buyer in communications relating to integration and actions with respect to such communications), (iv) the Company shall not be required to, or to cause any other members of the Company Group to, grant such access if the Company reasonably determines that it would compromise the health or safety of any employee of a member of the Company Group in light of COVID-19 (taking into account any COVID-19 Measures), (v) notwithstanding anything to the contrary in this Agreement, no member of the Company Group shall be required to disclose any information to the Buyer or its authorized Representatives, if doing so would (x) violate any Law to which any member of the Company Group is a party or to which any member of the Company Group is subject or (y) compromise any attorney-client or other similar privilege, provided, however, that, in each case, the Company shall, and shall cause the other members of the Company Group to, use reasonable best efforts to provide such information in a way so as not to jeopardize such attorney-client or similar privilege or contravene any applicable Law. (b) Any information provided to or obtained by the Buyer or its authorized Representatives pursuant to Section 7.3(a) above shall be “Confidential Information” (herein referred to as “Evaluation Material”) as defined in the Mutual Confidentiality Agreement, dated as of June 4, 2024, by and between the Company and the Buyer (the “Confidentiality Agreement”), and shall be held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. (c) No Party will (and each Party shall cause its Affiliates not to) issue or cause the publication of any press release or other public announcement with respect to this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby without the prior written consent of the other Parties hereto (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that nothing herein will prohibit any Party (or such Affiliate as the case may be) from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is, in the good faith judgment of such Party upon advice of counsel, required by Law or rules of the stock exchange on which the securities of such Party are listed, in which case the Party (or such Affiliate, as the case may be) making such determination will, if practicable in the circumstances, use commercially reasonable efforts to allow the other Parties reasonable time to comment on such release or announcement and consider any comments in good faith in advance of its issuance; provided, further, that nothing herein shall prohibit the Seller or the Buyer or any of their respective direct and indirect parent entities and Affiliates from disclosing the terms and status of this Agreement or the transactions contemplated hereby to its Affiliates, shareholders, limited partners, members and prospective limited partners or members, Financing Sources and other Representatives (so long as, in each case, such disclosure has a bona fide business purpose and is subject to customary confidentiality obligations); provided, further, that the Seller and its Affiliates and the Buyer and its Affiliates may issue a press release and the Buyer may file a Current Report on Form 8-K with the SEC, in each case in the form reasonably agreed to by the Parties, in connection with the Seller’s exercise of the Put Option (as defined in the Put Option Agreement) and the execution and delivery of this Agreement.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement Subject to the earlier Confidentiality Agreement and subject to applicable Law, each of the Closing Date Battery and the termination of this Agreement in accordance with Article 10, the Company RH shall, and shall cause its Subsidiaries to, afford to the other members of the Company Group party and their respective Representatives to, give the Buyer and its authorized Representatives reasonable access, exclusively for purposes related to the transactions contemplated herebydirectors, officers, employees, consultants, accountants, counsel, advisors and other agents and representatives of such other party (collectively, “Representatives”), reasonable access at all reasonable times during normal business hours on reasonable notice prior to the Effective Time to all their respective properties, books, recordsContracts, personnelcommitments, offices personnel and records (provided that such access shall not unreasonably interfere with the business or operations of such party) and, during such period, each of Battery and RH shall, and shall cause its Subsidiaries to, furnish promptly to the other facilities party all information concerning its business, properties and properties of the Company Group personnel as the Buyer or its authorized Representatives such other party may from time to time reasonably request; provided, howeverthat nothing in this Section 6.6(a) or Section 6.6(b) shall require a party to provide any access, that or to disclose any information, if permitting such access or disclosing such information would (i) any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of the Company Groupviolate applicable Law, (ii) the Buyer shall not conduct violate any invasive sampling or testing of building materials or the Environment its obligations with respect to confidentiality (provided that such party shall, upon the Real Property, unless, in each instance, approved in writing in advance by the Seller, (iii) the Buyer and its Representatives shall not (other than in the ordinary course of business unrelated to this Agreement and the transactions contemplated hereby) contact or otherwise communicate with the employees, customers or suppliers request of the Company Group unless, in each instance, approved in writing in advance by the Seller (such approval not to be unreasonably withheld, conditioned or delayed, but it being understood that the Company shall reasonably cooperate with the Buyer in communications relating to integration and actions with respect to such communications), (iv) the Company shall not be required to, or to cause any other members of the Company Group to, grant such access if the Company reasonably determines that it would compromise the health or safety of any employee of a member of the Company Group in light of COVID-19 (taking into account any COVID-19 Measures), (v) notwithstanding anything to the contrary in this Agreement, no member of the Company Group shall be required to disclose any information to the Buyer or its authorized Representatives, if doing so would (x) violate any Law to which any member of the Company Group is a party or to which any member of the Company Group is subject or (y) compromise any attorney-client or other similar privilege, provided, however, that, in each case, the Company shall, and shall cause the other members of the Company Group toparty, use its reasonable best efforts to provide obtain the required consent of any third party to such information access or disclosure) or (iii) result in a way so as not to jeopardize such the loss of attorney-client or similar privilege (provided that such party shall use its reasonable best efforts to allow for such access or contravene disclosure in a manner that does not result in a loss of attorney-client privilege). No review pursuant to this Section 6.6 shall affect or be deemed to modify any applicable Lawrepresentation or warranty contained herein, the covenants or agreements of the parties hereto or the conditions to the obligations of the parties hereto under this Agreement. (b) Any information provided to or obtained by the Buyer or its authorized Representatives pursuant to Section 7.3(a) above shall be “Confidential Information” (herein referred to as “Evaluation Material”) as defined in the Mutual Confidentiality AgreementEach of RH, dated as of June 4, 2024, by and between the Company Battery and the Buyer (the “Confidentiality Agreement”)Merger Subsidiaries shall hold, and shall be held by the Buyer cause its officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any non-public information in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything . (c) Except with respect to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement any Board Recommendation Change made in accordance with the terms therein. (c) No Party will (of this Agreement, and subject to Section 6.1(f), each Party of RH, Battery and the Merger Subsidiaries hereby agrees that it shall not, and shall cause its Affiliates and representatives not to) , issue or cause the publication of any press release or other public announcement statement or any written communications to investors, employees and vendors with respect to this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby Transaction without the prior written consent of the other Parties hereto (such consent not to be unreasonably withheld, conditioned or delayed)parties hereto; provided, however, that nothing herein will prohibit any Party (or such Affiliate as the case may be) party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is, in the good faith judgment of such Party upon advice of counsel, (i) is required by Law or rules of the stock exchange on which the securities of such Party are listedapplicable Law, in which case the Party (or such Affiliate, as the case may be) party making such determination will, if practicable in the circumstances, will use commercially its reasonable best efforts to allow the other Parties parties hereto reasonable time to comment on such release or announcement and consider any comments in good faith in advance of its issuance; provided, further, issuance or (ii) contains only information that nothing herein shall prohibit has already been included in a prior public statement made in accordance with this Section 6.6(c) and such party has provided the Seller or the Buyer or any other parties hereto with advance notice of their respective direct and indirect parent entities and Affiliates from disclosing the terms and status of this Agreement or the transactions contemplated hereby to its Affiliates, shareholders, limited partners, members and prospective limited partners or members, Financing Sources and other Representatives (so long as, in each case, such disclosure has a bona fide business purpose and is subject to customary confidentiality obligations); provided, further, that the Seller and its Affiliates and the Buyer and its Affiliates may issue a press release and the Buyer may file a Current Report on Form 8-K with the SEC, in each case in the form reasonably agreed to by the Parties, in connection with the Seller’s exercise of the Put Option (as defined in the Put Option Agreement) and the execution and delivery of this Agreementor public announcement.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of the Closing Date and the termination of such time as this Agreement is terminated in accordance with Article 10, the Company shall, and shall cause the other members of the Company Group and their respective Representatives to, (i) give the Buyer and its authorized Representatives Representatives, reasonable access, exclusively for purposes related to the transactions contemplated hereby, access during normal business hours to all personnel, books, records, personneloffices, offices Contracts, documents and other facilities facilities, Persons and properties of the Company Group as the Buyer or and its authorized Representatives may from time to time reasonably requestrequest and (ii) request that the counsel and financial advisors of the Company Group reasonably cooperate with Buyer and its counsel in its inspection of the Company Group; provided, however, that (iA) any such access shall be subject to the Company Group’s reasonable security measures, insurance requirements and COVID-19 Measures, and conducted in a manner not to unreasonably interfere with the businesses or operations of the Company Group, (iiB) the Buyer shall not conduct any invasive sampling or testing of building materials or the Environment with respect to the Real Property, unless, in each instance, approved in writing in advance by the Seller, (iii) the Buyer and its Representatives shall not (other than in the ordinary course of business unrelated to this Agreement and the transactions contemplated hereby) contact or otherwise communicate with the employeesemployees (other than officers of the Company), customers or suppliers of the Company Group unless, in each instance, approved in writing in advance by the Seller (such approval not to be unreasonably withheld, conditioned Chief Executive Officer or delayed, but it being understood that the Company shall reasonably cooperate with the Buyer in communications relating to integration and actions with respect to such communications), (iv) the Company shall not be required to, or to cause any other members General Counsel of the Company Group to, grant such access if the Company reasonably determines that it would compromise the health or safety of any employee of a member of the Company Group in light of COVID-19 and (taking into account any COVID-19 Measures), (vC) notwithstanding anything to the contrary in this Agreement, no member of the Company Group shall not be required to disclose any information to the Buyer or its authorized Representatives, Representatives if doing so would (x) could violate any Law Contract existing as of the date of this Agreement to which any member of the Company Group is a party or any Law to which any member of the Company Group is subject or (y) compromise any attorney-client or other similar privilege, provided, however, that, in each case, the Company shall, and shall cause the other members of the Company Group to, use commercially reasonable best efforts to provide such information to Buyer in a way so as manner that does not violate such Law or Contract), (E) nothing herein shall require the Company to jeopardize such furnish to Buyer or provide Buyer with access to information that is subject to attorney-client or similar privilege or contravene but the Company shall take reasonable steps to provide such information if requested by Buyer, and (F) any such access shall be subject to applicable LawLaw and any COVID-19 Measures. (b) Any information provided to or obtained by the Buyer or its authorized Representatives and their authorized Representatives pursuant to Section 7.3(a) above shall be “Confidential Information” (herein referred to as “Evaluation MaterialConfidential Information”) as defined in the Mutual that certain Confidentiality Agreement, dated as of June 4April 1, 20242021, by and between Buyer and the Company (as amended by this Section 7.3(b) and as otherwise amended, supplemented, modified or extended from time to time, including pursuant to that certain Amendment No. 1 to Confidentiality Agreement, effective as of August 10, 2022, by and between Buyer and the Buyer (Company, the “Confidentiality Agreement”), and shall be held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, (i) Buyer and the Company agree that the Confidentiality Agreement shall hereby be amended such that the reference to “or (ii) execution and delivery by the parties or their affiliates of the Transaction Agreement” as set forth in Section 15 of the Confidentiality Agreement shall be replaced with “or (ii) the consummation of the Transaction pursuant to a Transaction Agreement,” and (ii) the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, Buyer shall comply with the terms and provisions of the Confidentiality Agreement. Subject to the occurrence of the Closing, the Confidentiality Agreement shall terminate on the Closing Date. (c) No Party party will (and each Party party shall cause its Affiliates not to) issue or cause the publication of any press release or other public announcement with respect to this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby without the prior written consent of the other Parties parties hereto (such consent not to be unreasonably withheld, conditioned or delayed)and shall keep the terms of this Agreement and the other documents executed in connection herewith confidential; provided, however, that nothing herein will prohibit (i) any Party party (or such Affiliate Affiliate, as the case may be) from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is, in the good faith judgment of such Party upon advice of counsel, required by Law or rules of the stock (including applicable securities exchange on which the securities of such Party are listedrules), in which case the Party party (or such Affiliate, as the case may be) making such determination will, if practicable in the circumstances, use commercially reasonable efforts to allow the other Parties parties reasonable time to comment on such release or announcement and consider any comments in good faith in advance of its issuance; provided, further, that nothing herein shall prohibit the issuance or (ii) Seller or the Buyer or any of its Affiliates from (x) disclosing such information to their respective direct Representatives and indirect parent entities and Affiliates from disclosing the terms and status investors for purposes of this Agreement or the transactions contemplated hereby to its Affiliates, shareholders, limited partners, members and prospective limited partners or members, Financing Sources and other Representatives monitoring their investment in such Persons (so long as, in each case, provided such disclosure has a bona fide business purpose and is subject to Persons are bound by customary confidentiality obligations); provided, further, that agreements) or (y) disclosing on their respective worldwide web page the Seller and its Affiliates sale of the Company and the identity of Buyer and its Affiliates may issue a press release and (to the Buyer may file a Current Report on Form 8-K extent such information has previously been disclosed in accordance with the SEC, in each case in the form reasonably agreed to by the Parties, in connection with the Seller’s exercise of the Put Option (as defined in the Put Option Agreement) and the execution and delivery of this AgreementSection 7.3(c)).

Access to Information; Confidentiality; Public Announcements. (a) During Subject to the Confidentiality Agreement and subject to applicable Law, during the period from the date of this Agreement to until the earlier of the Closing Date and or the termination of this Agreement in accordance with Article 10pursuant to its terms, the Company each of Azteca, Cine and IM shall, and shall cause its Subsidiaries to, afford to the other members of the Company Group party and their respective Representatives to, give the Buyer and its authorized Representatives reasonable access, exclusively for purposes related to the transactions contemplated herebydirectors, officers, employees, consultants, accountants, counsel, advisors and other agents and representatives of such other party (collectively, "Representatives"), reasonable access at reasonable times during normal business hours on reasonable notice to all their respective properties, books, recordsContracts, commitments, personnel and records (provided that such access shall not unreasonably interfere with the business or operations of such party) and, during such period, each of Azteca, Cine and IM shall, and shall cause its Subsidiaries to, furnish promptly to the other party information concerning its business, properties and personnel, offices and in each case, as such other facilities and properties of the Company Group as the Buyer or its authorized Representatives party may from time to time reasonably request; provided, howeverthat nothing in this Section 7.4(a) or Section 7.4(b) shall require a party to provide any access, that or to disclose any information, if permitting such access or disclosing such information would reasonably be expected to (i) any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of the Company Groupviolate applicable Law, (ii) the Buyer shall not conduct violate any invasive sampling or testing of building materials or the Environment its obligations with respect to the Real Property, unless, in each instance, approved in writing in advance by the Seller, confidentiality (iii) the Buyer and provided that such party shall use its Representatives shall not (other than in the ordinary course of business unrelated to this Agreement and the transactions contemplated hereby) contact or otherwise communicate with the employees, customers or suppliers of the Company Group unless, in each instance, approved in writing in advance by the Seller (such approval not to be unreasonably withheld, conditioned or delayed, but it being understood that the Company shall reasonably cooperate with the Buyer in communications relating to integration and actions with respect to such communications), (iv) the Company shall not be required to, or to cause any other members of the Company Group to, grant such access if the Company reasonably determines that it would compromise the health or safety of any employee of a member of the Company Group in light of COVID-19 (taking into account any COVID-19 Measures), (v) notwithstanding anything to the contrary in this Agreement, no member of the Company Group shall be required to disclose any information to the Buyer or its authorized Representatives, if doing so would (x) violate any Law to which any member of the Company Group is a party or to which any member of the Company Group is subject or (y) compromise any attorney-client or other similar privilege, provided, however, that, in each case, the Company shall, and shall cause the other members of the Company Group to, use reasonable best efforts to provide obtain the required consent of any third party to such information access or disclosure in a way so as manner that would not to jeopardize violate such obligations) or (iii) result in the loss of attorney-client or similar privilege (provided that such party shall use its reasonable best efforts to allow for such access or contravene disclosure in a manner that does not result in a loss of attorney-client privilege). No review pursuant to this Section 7.4 shall affect or be deemed to modify any applicable Lawrepresentation or warranty contained herein, the covenants or agreements of the parties hereto or the conditions to the obligations of the parties hereto under this Agreement. (b) Any information provided to or obtained by the Buyer or its authorized Representatives pursuant to Section 7.3(a) above shall be “Confidential Information” (herein referred to as “Evaluation Material”) as defined in the Mutual Confidentiality AgreementEach of IM, dated as of June 4Cine, 2024Azteca, by and between the Company Parent and the Buyer (the “Confidentiality Agreement”)Merger Subsidiaries shall hold, and shall be held by the Buyer cause its respective officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any non-public information in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. (c) No Party will (Each of IM, Cine, Azteca, Parent and each Party the Merger Subsidiaries hereby agrees that it shall not, and shall cause its Affiliates and representatives not to) , issue or cause the publication of any press release or other public announcement statement or any written communications to investors, employees and vendors with respect to this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby Transaction without the prior written consent of the other Parties parties hereto (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided, however, that nothing herein will prohibit any Party (or such Affiliate as the case may be) party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is, in the good faith judgment of such Party upon advice of counsel, (i) is required by applicable Law or the rules and regulations of the any applicable stock exchange on which the securities of such Party are listedor market, in which case the Party (or such Affiliate, as the case may be) party making such determination will, if practicable in the circumstances, will use commercially its reasonable best efforts to allow the other Parties parties hereto reasonable time to comment on such release or announcement and consider any comments in good faith in advance of its issuance; provided, further, issuance or (ii) contains only information that nothing herein shall prohibit has already been included in a prior public statement made in accordance with this Section 7.4(c) and such party has provided the Seller or the Buyer or any other parties hereto with advance notice of their respective direct and indirect parent entities and Affiliates from disclosing the terms and status of this Agreement or the transactions contemplated hereby to its Affiliates, shareholders, limited partners, members and prospective limited partners or members, Financing Sources and other Representatives (so long as, in each case, such disclosure has a bona fide business purpose and is subject to customary confidentiality obligations); provided, further, that the Seller and its Affiliates and the Buyer and its Affiliates may issue a press release and the Buyer may file a Current Report on Form 8-K with the SEC, in each case in the form reasonably agreed to by the Parties, in connection with the Seller’s exercise of the Put Option (as defined in the Put Option Agreement) and the execution and delivery of this Agreementor public announcement.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of the Closing Date and the termination of this Agreement in accordance with Article 10, the Company shall, Blocker Seller and shall cause the other members of the Company Group and their respective Representatives to, shall give the Buyer and its authorized Representatives, and the Debt Financing Sources and their authorized Representatives reasonable access, exclusively for purposes related (but only to the transactions contemplated herebyextent, in the case of the Debt Financing Sources, required in connection with the provision of the Debt Financing), reasonable access during normal business hours to all books, records, personnel, offices and other facilities and properties of the Company Group and the officers and employees of the Company Group as Buyer and its authorized Representatives or the Buyer or its Debt Financing Sources and their authorized Representatives may from time to time reasonably request; provided, however, that (i) any such access shall be subject to the Company Group’s reasonable security measures and insurance requirements and conducted in a manner not to unreasonably interfere with the businesses or operations of the Company Group, (ii) the Buyer shall not conduct any invasive sampling or testing of building materials or the Environment with respect to the Real Property, unless, in each instance, approved in writing in advance by the Seller, (iii) the Buyer and its Representatives shall not (other than in the ordinary course of business unrelated to this Agreement and the transactions contemplated hereby) contact or otherwise communicate with the employees, customers or suppliers of the Company Group unless, in each instance, approved in writing in advance by an executive officer of the Seller Company (such approval not to be unreasonably withheld, conditioned or delayed, but it being understood that the Company shall reasonably cooperate with the Buyer in communications relating to integration and actions with respect to such communications), (iv) the Company shall not be required to, or to cause any other members of the Company Group to, grant such access if the Company reasonably determines that it would compromise the health or safety of any employee of a member of the Company Group in light of COVID-19 (taking into account any COVID-19 Measures), (viii) notwithstanding anything to the contrary in this Agreement, no member of neither the Blocker Seller nor the Company Group shall be required to disclose any information to the Buyer or its authorized Representatives, Representatives or the Debt Financing Sources or their authorized Representatives if doing so would (x) could violate any Law to which any member of the Blocker Seller or the Company Group is a party or to which any member of the Blocker Seller or the Company Group is subject and (iv) nothing herein shall require the Blocker Seller or the Company Group to furnish to Buyer or provide Buyer (yor the Debt Financing Sources) compromise any with access to information that is subject to attorney-client or other similar privilege, provided, however, that, in privilege but each case, the Company shall, and shall cause the other members of the Company Group to, use take reasonable best efforts steps to provide such information in a way so as not to jeopardize such attorney-client if requested by Buyer or similar privilege or contravene any applicable Lawthe Debt Financing Sources (collectively the “Access and Assistance Limitations”). (b) Any information provided to or obtained by the Buyer or its authorized Representatives or the Debt Financing Sources and their authorized Representatives pursuant to Section 7.3(aparagraph (a) above shall be “Confidential Information” (herein referred to as “Evaluation MaterialConfidential Information”) as defined in the Mutual Confidentiality Agreementnon-disclosure agreement, dated as of June 4April 11, 20242017, by and between the Company and the Buyer Hxxxxxx & Fxxxxxxx Advisors LLC (the “Confidentiality Agreement”), and shall be held by Buyer and the Buyer Debt Financing Sources in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, Buyer shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Confidential Information, subject to the terms and conditions set forth in the Confidentiality Agreement. Subject to the occurrence of the Closing, the Confidentiality Agreement shall terminate on the Closing Date. (c) No Party party will (and each Party party shall cause its Affiliates not to) issue or cause the publication of any press release or other public announcement with respect to this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby without the prior written consent of the party whose name is being disclosed and shall keep the terms of this Agreement and the other Parties hereto (such consent not to be unreasonably withheld, conditioned or delayed)documents executed in connection herewith confidential; provided, however, that nothing herein will prohibit (i) any Party party (or such Affiliate as the case may be) from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is, in the good faith judgment of such Party upon advice of counsel, required by Law or rules of the stock exchange on which the securities of such Party are listedLaw, in which case the Party party (or such Affiliate, as the case may be) making such determination will, if practicable in the circumstances, use commercially reasonable efforts to (x) allow the other Parties parties reasonable time to comment on such release or announcement and consider any comments in good faith in advance of its issuance; provided, further(y) to obtain “confidential treatment” and (z) to redact any terms or provisions as a non-disclosing party may reasonably request or (ii) General Atlantic LLC, that nothing herein shall prohibit the Seller or the Buyer Hxxxxxx & Fxxxxxxx LLC or any of their respective direct and indirect parent entities and Affiliates from (x) disclosing the terms and status of this Agreement such information to their respective Representatives, investors or the transactions contemplated hereby to its Affiliates, shareholders, limited partners, members and prospective limited partners or members, Financing Sources and other Representatives (so long asinvestors, in each case, such disclosure has a bona fide business purpose and is who are subject to customary confidentiality obligations); providedobligations or (y) disclosing on their respective worldwide web pages, furtherwxx.xxxxxxxxxxxxxxx.xxx and www.H&F.xxx, that the Seller and its Affiliates sale of the Company and the identity of Buyer and its Affiliates may issue a press release or the acquisition of the Company and the Buyer identity of General Atlantic LLC in its capacity as seller of the Company, as the case may file a Current Report on Form 8-K with be. Notwithstanding anything contained herein to the SECcontrary, in each case in no event will the form reasonably agreed Company, any Company Subsidiaries or General Atlantic LLC have any right to by the Partiesuse Hxxxxxx & Fxxxxxxx LLC’s or its Affiliates’ name or mxxx, or any abbreviation, variation or derivative thereof, in connection any press release, public announcement or other public document or communication without the express written consent of Hxxxxxx & Fxxxxxxx LLC, and in no event will Buyer have any right to use General Atlantic LLC’s or its Affiliates’ name or mxxx or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of General Atlantic LLC. Promptly following the Closing, Buyer shall (or shall cause the Surviving LLCs to) take all action necessary to amend the name of each Surviving LLC so that such Surviving LLC’s name does not contain “General Atlantic” or is otherwise in any way uses or is associated with the Seller’s exercise of the Put Option (as defined in the Put Option Agreement) and the execution and delivery of this AgreementGeneral Atlantic LLC or its Affiliates’ name or mxxx, or any abbreviation, variation or derivative thereof.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of the Closing Date and the termination of the Agreement in accordance with Article 9, the Sellers shall give Buyer and its authorized Representatives reasonable access during normal business hours to (x) all books, records, offices and other facilities and properties of each Business Company and each Business JV (in the case of the Business JVs, solely to the extent the Sellers have, or have the right to, such books, records, offices and other facilities and properties) and (y) personnel and employment records of Continuing Employees, in each case, as Buyer and its authorized Representatives may from time to time reasonably request; provided, however, that any such access shall be conducted in a manner not to interfere with the Business or operations of the Business Companies or the Business JVs and none of Buyer nor any of its Affiliates shall, directly or indirectly, conduct or cause any subsurface or invasive sampling or testing of the Environment at the Real Property. Notwithstanding anything to the contrary in this Agreement, none of the Sellers, the Business Companies or the Business JVs shall be required to disclose any information to Buyer, or its authorized Representatives, if doing so would (i) in the Sellers’ reasonable judgment, violate any Law to which any Seller, Business Company or Business JV is a party or to which any Seller, Business Company or Business JV is subject or (ii) result in the waiver of any legal privilege or work product protection of the Business Companies, the Business JVs or the Sellers; provided, however, that if any such access is not provided in reliance on this sentence, the Sellers shall provide Buyer with notice thereof and shall use commercially reasonable efforts to provide such disclosure in a manner which would not violate any such Law or result in the waiver of any such privilege or protection. (b) It is agreed that, during the period from the date of this Agreement to the earlier of the Closing Date and the termination of this Agreement in accordance with Article 109, the Company shall, and neither Buyer nor any of its Affiliates shall cause the other members contact any of the Company Group and their respective Representatives to, give the Buyer and its authorized Representatives reasonable access, exclusively for purposes related to the transactions contemplated hereby, during normal business hours to all books, records, personnel, offices and other facilities and properties of the Company Group as the Buyer or its authorized Representatives may from time to time reasonably request; provided, however, that (i) any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of the Company Group, (ii) the Buyer shall not conduct any invasive sampling or testing of building materials or the Environment with respect to the Real Property, unless, in each instance, approved in writing in advance by the Seller, (iii) the Buyer and its Representatives shall not (other than in the ordinary course of business unrelated to this Agreement and the transactions contemplated hereby) contact or otherwise communicate with the employees, customers or suppliers of the Company Group unlessBusiness Companies or the Business JVs, whether in each instanceperson or by telephone, approved in writing in advance mail or other means of communication, with respect to the transactions contemplated by this Agreement, the Seller Business, the Business Companies or the Business JVs or their business without the prior written consent of the Sellers (such approval which consent shall not to be unreasonably withheld, conditioned or delayed, but it being understood that the Company shall reasonably cooperate with the Buyer in communications relating to integration and actions with respect to such communications), (iv) the Company shall not be required to, or to cause any other members of the Company Group to, grant such access if the Company reasonably determines that it would compromise the health or safety of any employee of a member of the Company Group in light of COVID-19 (taking into account any COVID-19 Measures), (v) notwithstanding anything to the contrary in this Agreement, no member of the Company Group shall be required to disclose any information to the Buyer or its authorized Representatives, if doing so would (x) violate any Law to which any member of the Company Group is a party or to which any member of the Company Group is subject or (y) compromise any attorney-client or other similar privilege, provided, however, that, in each case, the Company shall, and shall cause the other members of the Company Group to, use reasonable best efforts to provide such information in a way so as not to jeopardize such attorney-client or similar privilege or contravene any applicable Law. (bc) Any information provided to or obtained by the Buyer or its authorized Representatives pursuant to Section 7.3(aparagraphs (a) or (b) above shall be “Confidential InformationEvaluation Material” (herein referred to as “Evaluation Material”) as defined in the Mutual Confidentiality Non-Disclosure Agreement, dated as of June 4December 7, 20242020, by and between the Company Lehigh Xxxxxx, Inc., on behalf of itself and the Sellers, and Buyer (the “Confidentiality Agreement”), and shall be held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, Buyer shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material in accordance with the terms thereof and the non-solicitation and no hire terms therein. The Confidentiality Agreement shall terminate on the Closing Date to the extent the Evaluation Material relates to the Business, the Business Companies and the Business JVs; provided, however, that the terms and provisions of the Confidentiality Agreement that bind Buyer or its Affiliates with respect to any Evaluation Material that does not relate to the Business, the Business Companies or the Business JVs shall survive the Closing. Within two Business Days after the date hereof, the Sellers shall request each counterparty (other than Buyer or any of its Affiliates) to a confidentiality agreement to which a Seller or any of its Affiliates is a party that was entered into with a potential purchaser of the Business or the JV Interests (or a material portion thereof) (a “Sale Process NDA”) to, and to cause such Person’s applicable Representatives to, promptly return or destroy all confidential information provided thereunder to the extent required by such Sale Process NDAs. Prior to the termination of this Agreement, without Buyer’s prior written consent, the Sellers shall not release any third party from, or waive, amend or modify any provision of, any Sale Process NDA. From and after the Closing, to the extent such Sale Process NDAs are not assigned to a Business Company prior to Closing, the Sellers agree to use, or cause their Affiliates to use, their commercially reasonable efforts to enforce their rights under any Sale Process NDA for the benefit of Buyer, as Buyer reasonably requests in writing, at the sole cost and expense of Buyer. (cd) Buyer acknowledges and agrees that it shall, from and after the Closing, preserve and keep, or cause to be preserved and kept, all books and records (in whatever form or medium, including electronic copies) and financial and operational data (including Tax records) in respect of the Business Companies and the Business JVs relating to the period prior to the Closing in the possession of Buyer or its Affiliates (the “Books, Records and Data”) for a period of six (6) years from the Closing Date. In order to facilitate the resolution of any claims made against or incurred by the Sellers relating to the Business, any of the Business Companies or the Business JVs (other than adversary proceedings with Buyer or its Affiliates) and for purposes of compliance with securities, environmental, employment, Tax and other Laws and applicable stock exchange regulations, Buyer shall, upon reasonable notice, give the Sellers, their Affiliates and their respective authorized Representatives reasonable access (including the right to make, at the Sellers’ expense, copies) during normal business hours to examine, inspect and copy the Books, Records and Data; provided, however, that any such access shall be conducted in a manner not to interfere with the businesses or operations of the Business Companies or the Business JVs. Notwithstanding anything to the contrary in this Agreement, Buyer shall not be required to disclose any information to Sellers, their Affiliates or their respective authorized Representatives, if doing so would (i) in Buyer’s reasonable judgment, violate any Law to which Buyer or any Business Company or Business JV is a party or to which Buyer or any Business Company or Business JV is subject or (ii) result in the waiver of any legal privilege or work product protection of the Business Companies, the Business JVs or Buyer; provided, however, that if any such access is not provided in reliance on this sentence, Buyer shall provide the Sellers with notice thereof and shall use commercially reasonable efforts to provide such disclosure in a manner which would not violate any such Law or result in the waiver of any such privilege or protection. If Buyer or any of its Affiliates (including the Business Companies and the Business JVs (to the extent in Buyer’s control) after the Closing) wishes to destroy the Books, Records and Data after the time specified above, Buyer shall first give 30 days’ prior written notice to the Sellers, and the Sellers shall have the right at their option and expense, upon prior written notice given to Buyer within that 30-day period, to take possession of the Books, Records and Data within 30 days after the date of the Sellers’ notice to Buyer. (e) No Party party will (and each Party shall cause its Affiliates not to) issue or cause the publication of any press release release, statement, report or other public announcement with respect to this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby without the prior written consent of the other Parties hereto (such consent not to be unreasonably withheld, conditioned or delayed)parties hereto; provided, however, that nothing herein will prohibit any Party (or such Affiliate as the case may be) party from issuing or causing publication of any such press release release, statement, report or public announcement to the extent that (i) such disclosure is, in the good faith judgment of such Party is upon advice of counsel, counsel required by Law or the rules and regulations of the stock exchange on which the any securities of such Party are listedexchange, in which case the Party (or such Affiliate, as the case may be) party making such determination will, if reasonably practicable in the circumstances, use commercially reasonable efforts to allow the other Parties party reasonable time to comment on such release or announcement and consider any comments in good faith in advance of its issuance; provided, further, that nothing herein shall prohibit issuance or publication or (ii) the Seller information therein has been previously announced or the Buyer or any of their respective direct and indirect parent entities and Affiliates from disclosing made available in accordance with the terms and status of this Agreement or Agreement. Notwithstanding the foregoing, the parties shall issue a joint press release in connection with the consummation of the transactions contemplated hereby on the Closing Date in form and substance mutually satisfactory to its Affiliates, shareholders, limited partners, members and prospective limited partners or members, Financing Sources and other Representatives (so long as, in each case, such disclosure has a bona fide business purpose and is subject to customary confidentiality obligations); provided, further, that the Seller and its Affiliates and the Buyer and its Affiliates may issue a press release and the Buyer may file a Current Report on Form 8-K with the SEC, in each case in the form reasonably agreed to by the Parties, in connection with the Seller’s exercise of the Put Option (as defined in the Put Option Agreement) and the execution and delivery of this Agreementparties.

Access to Information; Confidentiality; Public Announcements. (a) During Subject to the Confidentiality Agreement and subject to applicable Law, during the period from the date of this Agreement to until the earlier of the Closing Date and or the termination of this Agreement in accordance with Article 10pursuant to its terms, the Company each of OUTD and Parent shall, and shall cause its Subsidiaries to, afford to the other members of the Company Group party and their respective Representatives to, give the Buyer and its authorized Representatives reasonable access, exclusively for purposes related to the transactions contemplated herebydirectors, officers, employees, consultants, accountants, counsel, advisors and other agents and representatives of such other party (collectively, “Representatives”), reasonable access at reasonable times during normal business hours on reasonable notice to all their respective properties, books, recordsContracts, commitments, personnel and records (provided that such access shall not unreasonably interfere with the business or operations of such party) and, during such period, each of OUTD and Parent shall, and shall cause its Subsidiaries to, furnish promptly to the other party information concerning its business, properties and personnel, offices and in each case, as such other facilities and properties of the Company Group as the Buyer or its authorized Representatives party may from time to time reasonably request; provided, howeverthat nothing in this Section 6.5(a) or Section 6.5(b) shall require a party to provide any access, that or to disclose any information, if permitting such access or disclosing such information would reasonably be expected to (i) any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of the Company Groupviolate applicable Law, (ii) the Buyer shall not conduct violate any invasive sampling or testing of building materials or the Environment its obligations with respect to the Real Property, unless, in each instance, approved in writing in advance by the Seller, confidentiality (iii) the Buyer and provided that such party shall use its Representatives shall not (other than in the ordinary course of business unrelated to this Agreement and the transactions contemplated hereby) contact or otherwise communicate with the employees, customers or suppliers of the Company Group unless, in each instance, approved in writing in advance by the Seller (such approval not to be unreasonably withheld, conditioned or delayed, but it being understood that the Company shall reasonably cooperate with the Buyer in communications relating to integration and actions with respect to such communications), (iv) the Company shall not be required to, or to cause any other members of the Company Group to, grant such access if the Company reasonably determines that it would compromise the health or safety of any employee of a member of the Company Group in light of COVID-19 (taking into account any COVID-19 Measures), (v) notwithstanding anything to the contrary in this Agreement, no member of the Company Group shall be required to disclose any information to the Buyer or its authorized Representatives, if doing so would (x) violate any Law to which any member of the Company Group is a party or to which any member of the Company Group is subject or (y) compromise any attorney-client or other similar privilege, provided, however, that, in each case, the Company shall, and shall cause the other members of the Company Group to, use reasonable best efforts to provide obtain the required consent of any third party to such information access or disclosure in a way so as manner that would not to jeopardize violate such obligations) or (iii) result in the loss of attorney-client or similar privilege (provided that such party shall use its reasonable best efforts to allow for such access or contravene disclosure in a manner that does not result in a loss of attorney-client privilege). No review pursuant to this Section 6.5 shall affect or be deemed to modify any applicable Lawrepresentation or warranty contained herein, the covenants or agreements of the parties hereto or the conditions to the obligations of the parties hereto under this Agreement. (b) Any information provided to or obtained by the Buyer or its authorized Representatives pursuant to Section 7.3(a) above Each of Parent, OUTD and Merger Sub shall be “Confidential Information” (herein referred to as “Evaluation Material”) as defined in the Mutual Confidentiality Agreement, dated as of June 4, 2024, by and between the Company and the Buyer (the “Confidentiality Agreement”)hold, and shall be held by the Buyer cause its respective officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any non-public information in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything . (c) Except with respect to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement any Board Recommendation Change made in accordance with the terms therein. (c) No Party will (of this Agreement, and subject to Section 6.1(e), each Party of Parent, OUTD and Merger Sub hereby agrees that it shall not, and shall cause its Affiliates and representatives not to) , issue or cause the publication of any press release or other public announcement statement or any written communications to investors, employees and vendors with respect to this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby Transaction without the prior written consent of the other Parties parties hereto (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided, however, that nothing herein will prohibit any Party (or such Affiliate as the case may be) party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is, in the good faith judgment of such Party upon advice of counsel, (i) is required by applicable Law or the rules and regulations of the any applicable stock exchange on which the securities of such Party are listed(including The NASDAQ Stock Market), in which case the Party (or such Affiliate, as the case may be) party making such determination will, if practicable in the circumstances, will use commercially its reasonable best efforts to allow the other Parties parties hereto reasonable time to comment on such release or announcement and consider any comments in good faith in advance of its issuance; provided, further, issuance or (ii) contains only information that nothing herein shall prohibit has already been included in a prior public statement made in accordance with this Section 6.5(c) and such party has provided the Seller or the Buyer or any other parties hereto with advance notice of their respective direct and indirect parent entities and Affiliates from disclosing the terms and status of this Agreement or the transactions contemplated hereby to its Affiliates, shareholders, limited partners, members and prospective limited partners or members, Financing Sources and other Representatives (so long as, in each case, such disclosure has a bona fide business purpose and is subject to customary confidentiality obligations); provided, further, that the Seller and its Affiliates and the Buyer and its Affiliates may issue a press release and the Buyer may file a Current Report on Form 8-K with the SEC, in each case in the form reasonably agreed to by the Parties, in connection with the Seller’s exercise of the Put Option (as defined in the Put Option Agreement) and the execution and delivery of this Agreementor public announcement.

Access to Information; Confidentiality; Public Announcements. (a) During Subject to the Confidentiality Agreement and subject to applicable Law, during the period from the date of this Agreement to until the earlier of the Closing Date and or the termination of this Agreement in accordance with Article 10pursuant to its terms, the Company each of OUTD and IM shall, and shall cause its Subsidiaries to, afford to the other members of the Company Group party and their respective Representatives to, give the Buyer and its authorized Representatives reasonable access, exclusively for purposes related to the transactions contemplated herebydirectors, officers, employees, consultants, accountants, counsel, advisors and other agents and representatives of such other party (collectively, “Representatives”), reasonable access at reasonable times during normal business hours on reasonable notice to all their respective properties, books, recordsContracts, commitments, personnel and records (provided that such access shall not unreasonably interfere with the business or operations of such party) and, during such period, each of OUTD and IM shall, and shall cause its Subsidiaries to, furnish promptly to the other party information concerning its business, properties and personnel, offices and in each case, as such other facilities and properties of the Company Group as the Buyer or its authorized Representatives party may from time to time reasonably request; provided, howeverthat nothing in this Section 6.5(a) or Section 6.5(b) shall require a party to provide any access, that or to disclose any information, if permitting such access or disclosing such information would reasonably be expected to (i) any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of the Company Groupviolate applicable Law, (ii) the Buyer shall not conduct violate any invasive sampling or testing of building materials or the Environment its obligations with respect to the Real Property, unless, in each instance, approved in writing in advance by the Seller, confidentiality (iii) the Buyer and provided that such party shall use its Representatives shall not (other than in the ordinary course of business unrelated to this Agreement and the transactions contemplated hereby) contact or otherwise communicate with the employees, customers or suppliers of the Company Group unless, in each instance, approved in writing in advance by the Seller (such approval not to be unreasonably withheld, conditioned or delayed, but it being understood that the Company shall reasonably cooperate with the Buyer in communications relating to integration and actions with respect to such communications), (iv) the Company shall not be required to, or to cause any other members of the Company Group to, grant such access if the Company reasonably determines that it would compromise the health or safety of any employee of a member of the Company Group in light of COVID-19 (taking into account any COVID-19 Measures), (v) notwithstanding anything to the contrary in this Agreement, no member of the Company Group shall be required to disclose any information to the Buyer or its authorized Representatives, if doing so would (x) violate any Law to which any member of the Company Group is a party or to which any member of the Company Group is subject or (y) compromise any attorney-client or other similar privilege, provided, however, that, in each case, the Company shall, and shall cause the other members of the Company Group to, use reasonable best efforts to provide obtain the required consent of any third party to such information access or disclosure in a way so as manner that would not to jeopardize violate such obligations) or (iii) result in the loss of attorney-client or similar privilege (provided that such party shall use its reasonable best efforts to allow for such access or contravene disclosure in a manner that does not result in a loss of attorney-client privilege). No review pursuant to this Section 6.5 shall affect or be deemed to modify any applicable Lawrepresentation or warranty contained herein, the covenants or agreements of the parties hereto or the conditions to the obligations of the parties hereto under this Agreement. (b) Any information provided to or obtained by the Buyer or its authorized Representatives pursuant to Section 7.3(a) above shall be “Confidential Information” (herein referred to as “Evaluation Material”) as defined in the Mutual Confidentiality AgreementEach of IM, dated as of June 4, 2024, by and between the Company OUTD and the Buyer (the “Confidentiality Agreement”)Merger Subsidiaries shall hold, and shall be held by the Buyer cause its respective officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any non-public information in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything . (c) Except with respect to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement any Board Recommendation Change made in accordance with the terms therein. (c) No Party will (of this Agreement, and subject to Section 6.1(e), each Party of IM, OUTD and the Merger Subsidiaries hereby agrees that it shall not, and shall cause its Affiliates and representatives not to) , issue or cause the publication of any press release or other public announcement statement or any written communications to investors, employees and vendors with respect to this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby Transaction without the prior written consent of the other Parties parties hereto (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided, however, that nothing herein will prohibit any Party (or such Affiliate as the case may be) party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is, in the good faith judgment of such Party upon advice of counsel, (i) is required by applicable Law or the rules and regulations of the any applicable stock exchange on which the securities of such Party are listed(including The NASDAQ Stock Market), in which case the Party (or such Affiliate, as the case may be) party making such determination will, if practicable in the circumstances, will use commercially its reasonable best efforts to allow the other Parties parties hereto reasonable time to comment on such release or announcement and consider any comments in good faith in advance of its issuance; provided, further, issuance or (ii) contains only information that nothing herein shall prohibit has already been included in a prior public statement made in accordance with this Section 6.5(c) and such party has provided the Seller or the Buyer or any other parties hereto with advance notice of their respective direct and indirect parent entities and Affiliates from disclosing the terms and status of this Agreement or the transactions contemplated hereby to its Affiliates, shareholders, limited partners, members and prospective limited partners or members, Financing Sources and other Representatives (so long as, in each case, such disclosure has a bona fide business purpose and is subject to customary confidentiality obligations); provided, further, that the Seller and its Affiliates and the Buyer and its Affiliates may issue a press release and the Buyer may file a Current Report on Form 8-K with the SEC, in each case in the form reasonably agreed to by the Parties, in connection with the Seller’s exercise of the Put Option (as defined in the Put Option Agreement) and the execution and delivery of this Agreementor public announcement.