Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries officers, employees, counsel, financial advisors and other representatives to, afford to Parent, Merger Sub the Parent and their respective its representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or of the valid termination of this Agreement pursuant Merger to Article VII, its and to all their respective Company Subs’ properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries and Company Subs’ officers, employees and representatives to, furnish promptly to Parent: the Parent all information concerning their respective business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of the Parent and the Merger Sub set forth herein and compliance by the Parent and the Merger Sub of their respective obligations hereunder, during the period prior to the Effective Time of the Merger, the Parent shall provide the Company and its representatives with reasonable access during normal business hours to its and Merger Sub’s properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of the Parent and the Merger Sub set forth herein and compliance by the Parent and the Merger Sub of their obligations hereunder, and, during such period, the Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (ii) all other information concerning its business, properties properties, financial condition, operations and personnel as Parent or such other party may from time to time reasonably request. Except as required by law, each of the Company, the Merger Sub may reasonably request (including Tax Returns filed and those in preparation Sub, and the workpapers of Parent will hold, and will cause its auditors). Nothing herein (includingrespective directors, for the avoidance of doubtofficers, this Section 5.2(a) employees, accountants, counsel, financial advisors and Section 5.2(b)) shall require the Company or other representatives and affiliates to hold, any of its Subsidiaries to provide such access or nonpublic information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and confidence. (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 5.01 shall affect any representation representations or warranty in this Agreement warranties of any party hereto the parties herein or any condition the conditions to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement hereof until the earlier of the Effective Time or the valid termination of date on which this Agreement pursuant is terminated in accordance with its terms, the Company shall afford to Article VII, the Parent and its Representatives reasonable access (at Parent’s sole cost and expense) during normal business hours and upon reasonable advance notice to all their respective properties, assetsthe Company’s properties (but excluding for the conduct of Phase I or Phase II environmental assessments or testing), books, contracts, commitments, personnel Contracts and records and, during such period, and the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: the other party such information concerning its business and properties as such party may reasonably request (i) a copy of each report, schedule, registration statement and other than any publicly available document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws); provided that the Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the other party; provided, further, (iix) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require that the Company or any of its Subsidiaries shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, jeopardize the extent that such action (A) would reasonably be expected to result in a waiver protection of the attorney-client privilege, work product doctrine or similar privilegeexpose such party to risk of liability for disclosure of sensitive or personal information (provided that the Company shall use its reasonable best efforts to provide such access or information (or as much of it as possible) in a manner that does not result in the events set out in this clause (x)), and (By) specifically relates the conduct of such activities shall be subject to the evaluation, deliberation or minutes rights and obligations of the Company Board (or any committee or subcommittee thereofreferred to in the final proviso of the final sentence of Section 5.4(c) related hereof. Until the Effective Time, the information provided will be subject to the Merger Transactionsterms of the confidentiality letter agreement, dated as of October 2, 2015, between Parent and the Company (as it may be amended from time to time, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document“Confidentiality Agreement”). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery LawsIf this Agreement is terminated pursuant to Section 7.1, the Company shall, Confidentiality Agreement shall automatically be deemed to be amended and shall cause its Subsidiaries to, cooperate with restated such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall that (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge “Restricted Period” for all purposes of the CompanyConfidentiality Agreement shall be the period of eighteen (18) months from the date of such termination, threatened against as if the CompanyParties had never entered into this Agreement, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); and (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct other provisions of the defense Confidentiality Agreement shall remain in force and effect for a period of any New Litigation Claim and any Legal Proceeding that was existing prior to two (2) years after such termination, as if the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to parties hereto had never entered into this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orAgreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Bergen or IVAX or any of the Bergen Subsidiaries or the IVAX Subsidiaries is a party or pursuant to applicable logistical restrictions Law or limitations as the regulations or requirements of any stock exchange or other regulatory organization with whose rules a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactionsparty hereto is required to comply, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective properties, assets, books, contracts, commitments, personnel Bergen and records and, during such period, the Company shall, IVAX shall (and shall cause each of its the Bergen Subsidiaries and the IVAX Subsidiaries, respectively, to, furnish promptly to Parent: ): (i) a copy of each reportprovide to the other (and its officers, scheduledirectors, registration statement employees, accountants, consultants, legal counsel, agents and other document filed or received by it during such period pursuant representatives (collectively, "Representatives")) access at reasonable times upon prior notice to its and its Subsidiaries' officers, employees, agents, properties, offices and other facilities and to the requirements books and records thereof (including, without limitation, for the purpose of federal or state securities Laws conducting Phase I and, upon its consent (which consent shall not be unreasonably withheld), Phase II environmental assessments (at the sole cost and expense of the party conducting such assessments)), and (ii) all other furnish promptly such information concerning its and its Subsidiaries' business, properties properties, contracts, assets, liabilities and personnel as Parent the other party or Merger Sub its Representatives may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)request. No investigation conducted pursuant to this Section 5.2 5.05 shall affect or be deemed to modify any representation or warranty made in this Agreement of any party Agreement. (b) The parties hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notcomply with, and shall cause their respective representatives not toRepresentatives to comply with, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any all of their respective representatives in their capacity as such obligations under the Confidentiality Agreement dated September 18, 1996 (a “New Litigation Claim”); (iithe "Confidentiality Agreement") notify Parent of ongoing material developments in any New Litigation Claim between Bergen and any Legal Proceeding that was existing prior IVAX with respect to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating information disclosed pursuant to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orSection 5.05.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the Interim Period, subject to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company Company, on the one hand, and the Parent Parties, on the other hand, shall, and the Company and the Parent Parties shall cause each of its Subsidiaries the other Parent Entities and the other Company Entities, respectively, to, afford to Parent, Merger Sub the other parties and to their respective representatives Representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contracts, commitments, personnel and records and, during such period, the Company and each of the Parent Parties shall, and the Company and the Parent Parties shall cause each of its Subsidiaries the other Company Entities and the other Parent Entities, respectively, to, furnish reasonably promptly to Parent: the other parties (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as Parent or Merger Sub such other parties may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company No representation or any of its Subsidiaries to provide such access or information warranty as to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type accuracy of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation provided pursuant to this Section 5.2 6.4 is made and the parties may not rely on the accuracy of such information except to the extent expressly set forth in the representations and warranties included in Article IV or Article V, and no investigation under this Section 6.4 or otherwise shall affect any representation of the representations and warranties of the Company or warranty of the Parent, respectively, contained in this Agreement of any party hereto or any condition to the obligations of the parties heretounder this Agreement. All Notwithstanding the foregoing, neither the Company nor the Parent Parties shall be required by this Section 6.4 to provide the other party or the Representatives of such other party with access to or to disclose information (i) relating to the consideration, negotiation and performance of this Agreement and related agreements, (ii) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement (provided, however, that the withholding party shall use commercially reasonable efforts to obtain the required consent of such Third Party to such access or disclosure), (iii) the disclosure of which would violate any Law or legal duty of the party or any of its representatives or would cause a risk of loss of privilege to the withholding party or (iv) that is subject to any attorney-client, attorney work product or other legal privilege. Each of the parties hereto will use its reasonable best efforts to minimize any disruption to the businesses of the other parties that may result from the requests for access pursuant to this Section 5.2 must be directed access, data and information hereunder. Prior to the Chief Financial Officer Effective Time, each of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Parties shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact or otherwise communicate with Third Parties with which the Company or any partner, licensor, licensee, customer or supplier Company Subsidiary has a business relationship (including tenants/subtenants) regarding the business of the Company in connection with and the Offer, Company Subsidiaries or this Agreement and the Merger or any of the other Merger Transactions transactions contemplated by this Agreement without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating(provided that, for the avoidance of doubt, nothing in this Section 6.4(a) shall be deemed to restrict the Parent Parties and their respective Representatives and Affiliates from contacting such parties in pursuing the business of Parent (operating in the ordinary course)). (b) To Each of the parties hereto will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 6.4, in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis of any potential violations of LawCompany Confidentiality Agreement and the Parent Confidentiality Agreement, including Customs & Trade Laws, which shall remain in full force and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, effect pursuant to the Knowledge terms thereof notwithstanding the execution and delivery of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed ortermination hereof.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering During the Merger TransactionsInterim Period, the Company shall, and Parent shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not Subsidiaries to): (i) provide to the other party (and the other party’s officers, contact any partnerdirectors, licensoremployees, licenseeaccountants, customer consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the Books and Records thereof; and (ii) furnish promptly to the other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries as the other party or supplier of the Company its Representatives may reasonably request, including in connection with any Tax disclosure in any statement, filing, notice or application relating to the Offer, the Merger Intended Tax Treatment or any Tax opinion requested or required to be filed pursuant to Section 7.9(c). Notwithstanding the foregoing, neither the Company nor Parent shall be required to provide access to or disclose information where the access or disclosure would jeopardize the protection of attorney-client privilege or contravene applicable Law (it being agreed that the other Merger Transactions parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). Prior to the Closing, without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingCompany, neither Parent, nor any of its Representatives shall contact any payors, customers, suppliers, employees or agents of the Company. (b) To the extent Parent requests further All information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged obtained by the Company or its Subsidiaries necessary parties pursuant to accommodate such requestthis Section 7.4 shall be kept confidential. (c) The Company shall Notwithstanding anything in this Agreement to the contrary, each party hereto (iand its respective Representatives) notify Parent in writing may consult any Tax advisor as promptly is reasonably necessary regarding the Tax treatment and Tax structure of the Transactions and may disclose to such Tax advisor as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge necessary such treatment and structure of the Company, threatened against the Company, Transactions and all materials (including any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (iiTax analysis) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers are provided relating to this Agreement such treatment or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orstructure.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries subsidiaries to, afford to Parent, Merger Sub and their respective representatives to Parent's officers, employees, investment bankers, attorneys, accountants and other advisors and representatives, reasonable and prompt access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel directors, officers, employees, attorneys, accountants, auditors, other advisors and representatives and records and, during such period, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, furnish promptly make available to Parent: Parent on a timely basis (ia) a copy of each material report, schedule, registration form, statement and other document filed or received by it during such period pursuant to the requirements of federal domestic or state securities Laws foreign (whether national, federal, state, provincial, local or otherwise) laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed request, in each case subject to any confidentiality restrictions or legal restrictions that prohibit the Company's ability to provide any such information to Parent. The Company shall, and those in preparation and the workpapers shall cause each of its auditors). Nothing herein subsidiaries to, (including, for the avoidance of doubt, this Section 5.2(ai) and Section 5.2(b)) shall require use their respective reasonable best efforts to cause any confidentiality provision in any Contract to which the Company or any of its Subsidiaries subsidiaries becomes a party to be inapplicable to Parent, its subsidiaries and their respective advisors or representatives and (ii) in the event such reasonable best efforts are unsuccessful, provide notice to Parent at least five business days prior to entering into such access contract that the Company or such subsidiary intends to enter into a Contract that contains confidentiality provisions that would prohibit Parent, its subsidiaries or their respective advisors or representatives from reviewing such Contract. Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company, directly or indirectly, in confidence as and to the extent provided in the Confidentiality Agreement dated March 3, 2000, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"). The parties hereby agree that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes term of the Company Board (or any committee or subcommittee thereof) related to Confidentiality Agreement is hereby amended such that it shall remain in full force and effect until the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations one year anniversary of the parties hereto. All requests for access pursuant to date of termination of this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingAgreement. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during During the period from the date of this Agreement until to and including the earlier Merger Effective Time, each of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Parties shall, and shall cause each of their respective subsidiaries to, subject to applicable Law and the COVID-19 Measures, afford to the other Parties and to their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books and records that the other Party may reasonably request and, during such period, each of the Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Subsidiaries Representatives to, furnish reasonably promptly to Parent: (i) the other Parties a copy of each any report, schedule, registration statement and or other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all as the other information concerning its business, properties and personnel as Parent or Merger Sub Party may reasonably request (including Tax Returns filed request. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and those in preparation telephone conferences with the other Parties and their Representatives prior to the mailing of the CMR Proxy Materials and the workpapers of its auditors). Nothing herein (including, for Prospectus included in the avoidance of doubt, this Section 5.2(a) Registration Statement on Form S-4 and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide at such access or information to the extent that such action (A) would other times as may be reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)requested. No investigation pursuant to under this Section 5.2 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All requests for access pursuant to Notwithstanding the foregoing, none of the Parties shall be required by this Section 5.2 must be directed 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (A) that is subject to the Chief Financial Officer terms of the Company or another person designated in writing by the Company. Notwithstanding anything herein a confidentiality agreement with a third party entered into prior to the contrarydate of this Agreement or entered into after the date of this Agreement in the ordinary course of business in accordance with this Agreement (provided, Parent and Merger Sub however, that the withholding Party shall notuse its commercially reasonable efforts (without payment of any consideration, and shall cause their respective representatives not tofees or expenses) to obtain the required consent of such third party to such access or disclosure), contact (B) of a sensitive or personal nature that would reasonably be expected to expose the CMR Parties or the CCI Parties to the risk of liability, (C) the disclosure of which would violate any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger Law applicable to such Party or any of its Representatives (provided, however, that the withholding Party shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (D) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (E) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Merger Transactions without Parties and any of their respective subsidiaries that may result from the Company’s prior written consent (such consent not to be unreasonably withheldrequests for access, conditioned or delayed), data and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinginformation hereunder. (b) To Each Party will hold, and will cause its respective Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.2, in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis of any potential violations of LawConfidentiality Agreement, including Customs & Trade Laws, which shall remain in full force and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, effect pursuant to the Knowledge terms thereof notwithstanding the execution and delivery of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed ortermination thereof.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement until the earlier to occur of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodAgreement, the Company shall, and BCAC shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives subsidiaries (if any) to and shall direct their respective Representatives to): (i) provide to the other party (and the other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon reasonable prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries (if any) and to the books and records thereof; provided that such access shall not toinclude any unreasonably invasive or intrusive investigations or other testing, contact sampling or analysis of any partnerproperties, licensor, licensee, customer facilities or supplier equipment of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent of the Company (such consent which shall not to be unreasonably withheld); and (ii) furnish promptly to the other party such information concerning the business, conditioned properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries (if any) as the other party or delayed)its Representatives may reasonably request to consummate the Transactions. Notwithstanding the foregoing, and Parent and Merger Sub acknowledge and agree that any such contact neither the Company nor BCAC shall be arranged by required to provide access to or disclose information where (i) the access or disclosure would result in any disclosure of trade secret, violate its obligations of confidentiality or similar legal restrictions with respect to such information, jeopardize the protection of attorney-client privilege or contravene applicable Law (including COVID-19 Measures) or (ii) such party reasonably determines, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and with safety of any employee of such party (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a representative of the Company participatingmanner that would not result in such inconsistency, conflict jeopardy or contravention). (b) To the extent Parent requests further All information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged obtained by the Company or its Subsidiaries necessary parties pursuant to accommodate such requestthis Section 7.04 shall be kept confidential in accordance with the Non-Disclosure Agreement, dated February 4, 2021 (the “Confidentiality Agreement”), between BCAC and the Company. (c) The Company shall Notwithstanding anything in this Agreement to the contrary, each party (iand its Representatives) notify Parent in writing as promptly as reasonably practicable after learning may consult any tax advisor regarding the tax treatment and tax structure of the Transactions and may disclose to any other person, without limitation of any Legal Proceeding by any Person initiated against kind, the Company or any of its Subsidiaries or, to the Knowledge tax treatment and tax structure of the Company, threatened against the Company, any of its Subsidiaries Transactions and all materials (including opinions or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (iiother tax analyses) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers are provided relating to this Agreement such treatment or structure, in each case in accordance with the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeSubject to the confidentiality agreement between Menlo and Foamix, subject to dated June 25, 2019 (the “Confidentiality Agreement”) and applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company Foamix shall, and shall cause each of its Subsidiaries the Foamix Subsidiary to, afford to ParentMenlo and its officers, Merger Sub employees, accountants, counsel, financial advisors and their respective representatives other representatives, access at all reasonable access during normal business hours times on reasonable notice during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records (provided, that such access shall not unreasonably interfere with the business or operations of Foamix) and, during such period, the Company Foamix shall, and shall cause each of its Subsidiaries the Foamix Subsidiary to, furnish promptly to Parent: Menlo (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws, and (ii) all other information concerning its business, properties properties, litigation matters and personnel as Parent or Merger Sub Menlo may reasonably request (including Tax Returns filed and those request; provided, that nothing in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) 5.3 shall require the Company Foamix to provide any access, or to disclose any information, if permitting such access or disclosing such information would (x) violate applicable Law, (y) violate any of its Subsidiaries obligations with respect to provide confidentiality (provided, that Foamix shall, upon the request of Menlo, use its reasonable best efforts to obtain the required consent of any third party to such access or information to the extent that such action disclosure), or (Az) would reasonably be expected to result in a waiver the loss of attorney-client privilege (provided, that Foamix shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client or other privilege). In addition, work product doctrine Foamix and its officers and employees shall reasonably cooperate with Menlo in Menlo’s efforts to comply with the rules and regulations affecting public companies, including the Xxxxxxxx-Xxxxx Act. (b) Subject to the Confidentiality Agreement and applicable Law, Menlo shall afford to Foamix and its officers, employees, accountants, counsel, financial advisors and other representatives, access at all reasonable times on reasonable notice during the period prior to the Effective Time to all their properties, books, contracts, commitments, personnel and records (provided, that such access shall not unreasonably interfere with the business or similar privilegeoperations of Menlo) and, during such period, Menlo shall furnish promptly to Foamix (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties, litigation matters and personnel as Foamix may reasonably request; provided, that nothing in this Section 5.3 shall require Menlo to provide any access, or to disclose any information, if permitting such access or disclosing such information would (x) violate applicable Law, (By) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any of its obligations with respect to confidentiality obligation owing to a third party so long as (provided, that Menlo shall, upon the Company shall promptly notify Parent request of any such confidentiality obligations or access restrictions and Foamix, use commercially its reasonable best efforts to obtain the required consent of such any third party to provide such information and otherwise provide such access or disclosure), or (z) result in the loss of attorney-client privilege (provided, that Menlo shall use its reasonable best efforts to Parent, if requested and (b) generally describe the type allow for such access or disclosure in a manner that does not result in a loss of information that cannot be disclosed to Parent (to the extent not prohibited by law attorney-client or the underlying documentother privilege). In addition, Menlo and its officers and employees shall reasonably cooperate with Foamix in Foamix’s efforts to comply with the rules and regulations affecting public companies, including the Xxxxxxxx-Xxxxx Act. (c) No investigation review pursuant to this Section 5.2 5.3 shall affect or be deemed to modify any representation or warranty in this Agreement contained herein, the covenants or agreements of any party the parties hereto or any condition the conditions to the obligations of the parties heretohereto under this Agreement. All requests for access information provided pursuant to this Section 5.2 must 5.3 shall be directed subject to the Chief Financial Officer terms of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeFrom the date hereof to the Effective Time or the date, subject if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shallwill provide to Buyer (and its officers, directors, employees, accountants, consultants, legal counsel, agents and shall cause each of its Subsidiaries toother representatives, afford to Parentcollectively, Merger Sub and their respective representatives “Representatives”) reasonable access during normal business hours during to the period from Company’s and its subsidiaries’ properties, books, contracts and records, personnel and other information as Buyer may reasonably request regarding the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective propertiesbusiness, assets, booksliabilities, contractsemployees and other aspects of the Company; provided, commitmentshowever, personnel and records and, during such period, that the Company shallshall not be required to provide access to any information or documents which would, and shall cause each in the reasonable judgment of its Subsidiaries tothe Company, furnish promptly to Parent: (i) a copy of each reportbreach any agreement with any third-party, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all constitute a waiver of the attorney-client or other information concerning its businessprivilege held by the Company, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)iii) otherwise violate any applicable Laws. Nothing herein (including, for For the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require notwithstanding the foregoing, the Company or has not provided, shall not be required to provide, and following the Spin-Off the Company shall not have access to, the properties, books, contracts and records and other information as it relates to the business, assets, liabilities, employees and other aspects of the Drug Delivery Business, and neither the Company nor CPEX shall have any of its Subsidiaries obligation at any time to grant such access to Buyer; provided, however, that the Company shall reasonably cooperate to provide such requested information and access or information with respect to CPEX to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates related to the evaluationtransactions contemplated by this Agreement. The Company shall cause the officers, deliberation or minutes employees, consultants, agents, accountants, attorneys and other Representatives of the Company Board (or any committee or subcommittee thereof) related and its subsidiaries to the Merger Transactionsreasonably cooperate with Buyer and Buyer’s Representatives in connection with such investigation and examination, the strategic and financial alternatives process leading thereto, or any information or materials provided to Buyer and its Representatives shall cooperate with the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company and its Representatives and shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially their reasonable efforts to obtain minimize any disruption to the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and business. (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 The parties shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notcomply with, and shall cause their respective representatives not toRepresentatives to comply with, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any all of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to obligations under the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during During the period from the date of this Agreement until to and including the earlier Merger Effective Time, each of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Parties shall, and shall cause each of their respective subsidiaries to, afford to the other Parties and to their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, Contracts, personnel and records that the other Party may reasonably request and, during such period, each of the Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Subsidiaries Representatives to, furnish reasonably promptly to Parent: the other Parties (i) any information concerning such Party or its respective subsidiaries (including with respect to any pending or threatened Action) as the other Party may reasonably request and (ii) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and (ii) all telephone conferences with the other information concerning its business, properties Parties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information their Representatives prior to the extent that such action (A) would reasonably be expected to result in a waiver mailing of attorney-client privilegethe Proxy Statement, work product doctrine or similar privilege, (B) specifically relates prior to the evaluationStockholders Meeting, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactionsrespectively, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would at such other times as may be reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)requested. No investigation pursuant to under this Section 5.2 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All Notwithstanding the foregoing, none of the Parties shall be required by this Section 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice in accordance with this Agreement (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any Law applicable to such Party or any of its Representatives (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (D) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Parties and any of their respective subsidiaries that may result from the requests for access pursuant to this Section 5.2 must be directed access, data and information hereunder. Prior to the Chief Financial Officer of Merger Effective Time, the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Parties shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection otherwise communicate with the Offer, the Merger or parties with which any of the other Merger Transactions Parties or any other of their respective subsidiaries has a business relationship regarding the business of the other Parties and their respective subsidiaries or this Agreement and the transactions contemplated by this Agreement without the Company’s prior written consent of such other Party (such consent not to be unreasonably withheldprovided, conditioned or delayed)that, and Parent and Merger Sub acknowledge and agree that any such contact for the avoidance of doubt, nothing in this Section 7.2(a) shall be arranged by and with a representative deemed to restrict the Parties from contacting such parties in pursuing the business of the Company participatingParties operating in the ordinary course). (b) To Each Party will hold, and will cause its respective Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.2, in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis of any potential violations of LawConfidentiality Agreements, including Customs & Trade Laws, which shall remain in full force and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, effect pursuant to the Knowledge terms thereof notwithstanding the execution and delivery of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed ortermination thereof.

Access to Information; Confidentiality. Subject to the terms of the confidentiality agreement between Parent and the Company dated as of April 23, 2002 (a) Upon the "Confidentiality Agreement"), upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company each party shall, and shall cause each of its Subsidiaries to, afford to Parentthe other party and to their Representatives, Merger Sub reasonable and their respective representatives reasonable prompt access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours during the period from the date of this Agreement until prior to the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contractsContracts, commitments, personnel and records and, during such period, the Company each party shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement statement, form and other document (including all exhibits and all other information incorporated therein) filed or received by it during such period pursuant to the requirements of federal domestic or state foreign (whether national, Federal, state, provincial, local or otherwise) securities Laws laws and (iib) all other information concerning its and its Subsidiaries' business, properties properties, assets, books, Contracts, commitments, personnel and personnel records as Parent or Merger Sub the other party may reasonably request (including Tax Returns filed and those in preparation and request. Except for disclosures expressly permitted by the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes terms of the Company Board (Confidentiality Agreement, each party shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the other party, directly or any committee or subcommittee thereof) related to indirectly, in confidence in accordance with the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)Confidentiality Agreement. No investigation pursuant to this Section 5.2 shall 5.03 or information provided or received by any party hereto pursuant to this Agreement will affect any representation of the representations or warranty warranties of the parties hereto contained in this Agreement of any party hereto or any condition the conditions hereunder to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering confidentiality agreements, from the Merger Transactionsdate hereof until the Effective Time, the Company shall, and shall cause each the Subsidiaries and the officers, directors, employees, auditors and agents of its the Company and the Subsidiaries to, afford to Parentthe officers, Merger Sub employees and their respective representatives agents of Parent and Purchaser reasonable access during normal business hours during to the period from the date of this Agreement until the earlier officers, employees, agents, properties, offices, plants and other facilities, books and records of the Effective Time or the valid termination of this Agreement pursuant to Article VIICompany and each Subsidiary, to all their respective propertiesshall furnish Parent and Purchaser with such financial, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement operating and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws data and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub Purchaser, through its officers, employees or agents, may reasonably request (including Tax Returns filed and those in preparation shall instruct the employees, counsel and financial advisors of the Company and the workpapers Subsidiaries to cooperate reasonably (and subject to any applicable Laws, codes of its auditors). Nothing herein (includingconduct or similar requirements) with Parent, for Purchaser, and their officers, employees or agent in their investigation of the avoidance business of doubtthe Company and the Subsidiaries; provided, this Section 5.2(a) and Section 5.2(b)) however, that such access shall require only be provided to the extent that such access would not violate applicable Laws or the terms of any contract to which the Company or any of the Subsidiaries is a party or by which any of their respective assets are subject; provided, further, however, that to the extent that the Company or any of the Subsidiaries is restricted in or prohibited from providing any such access to any documents or data pursuant to any such contract for the benefit of any third party, each of the Company and any such Subsidiary shall use its Subsidiaries reasonable best efforts to obtain any approval, consent or waiver with respect to such contract that is necessary to provide such access to such officer, employee or agent. If any of the information or material furnished pursuant to this Section 7.04 includes materials or information subject to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilegeany other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, (B) specifically relates each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the evaluationdesire, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic intention and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations mutual understanding of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to that the Chief Financial Officer sharing of the Company such material or another person designated in writing by the Company. Notwithstanding anything herein to the contraryinformation is not intended to, Parent and Merger Sub shall not, and shall cause their respective representatives not towaive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, contact any partner, licensor, licensee, customer work product doctrine or supplier of other applicable privilege. All such information provided by the Company in connection with that is entitled to protection under the Offerattorney-client privilege, the Merger work product doctrine or any of the other Merger Transactions without the Company’s prior written consent (applicable privilege shall remain entitled to such consent not to be unreasonably withheldprotection under these privileges, conditioned or delayed)this Agreement, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of under the Company participatingjoint defense doctrine. (b) To All information obtained by Parent or Purchaser pursuant to this Section 7.04 shall be kept confidential in accordance with the extent Parent requests further information or investigation of confidential disclosure agreement, dated January, 3, 2008 (the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation ClaimConfidentiality Agreement”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or.

Access to Information; Confidentiality. (a) Upon The Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors and other advisors and representatives, reasonable advance written noticeaccess during reasonable business hours during the period prior to the Effective Time to: (i) all their respective properties, subject to applicable logistical restrictions or limitations as a result facilities, books, contracts, commitments, personnel and records and other information and business documents and (ii) customers of COVID-19 the Company or any COVID-19 Measures and solely for purposes Company Subsidiary as may reasonably be designated by Parent, provided that a representative of furthering the Merger TransactionsCompany shall be entitled to participate in any meetings or calls with such customers. During the period prior to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: Parent (iA) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities Laws and (iiB) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers work papers of its auditorsPricewaterhouseCoopers LLP). Nothing herein Without limiting the generality of the foregoing, the Company shall, within two business days of request therefor, provide to Parent the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act and any information to which a stockholder of the Company would be entitled under Section 219 of the DGCL (including, for assuming such holder met the avoidance requirements of doubt, such section). In connection with the access contemplated by this Section 5.2(a) 7.02, Parent shall, and Section 5.2(b)) shall require cause its representatives to, act in a manner as not to unreasonably interfere with the operations of the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and Subsidiaries. (b) generally describe the type of information that cannot be disclosed to Neither any investigation conducted by Parent (to the extent not prohibited by law or the underlying document). No investigation its representatives pursuant to this Section 5.2 7.02 nor the results thereof shall affect any representation or warranty of the Company contained in this Agreement or the ability of any party hereto or any condition Parent to the obligations of the parties heretorely thereon. All requests for access information exchanged pursuant to this Section 5.2 must 7.02 shall be directed subject to the Chief Financial Officer of confidentiality agreements dated October 28, 2004 and March 9, 2005, between the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of (the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation ClaimConfidentiality Agreements”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during During the period from the date of this Agreement until to and including the earlier Company Merger Effective Time, each of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Parties shall, and shall cause each of their respective subsidiaries to, subject to applicable Law and any COVID-19 Measures, afford to the other Parties and to their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books and records that the other Party may reasonably request and, during such period, each of the Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Subsidiaries Representatives to, furnish reasonably promptly to Parent: (i) the other Parties a copy of each any report, schedule, registration statement and or other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all as the other information concerning its business, properties and personnel as Parent or Merger Sub Party may reasonably request (including Tax Returns filed request. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and those in preparation telephone conferences with the other Parties and their Representatives prior to the mailing of the CMOF Proxy Materials and the workpapers of its auditors). Nothing herein (including, for Prospectus included in the avoidance of doubt, this Section 5.2(a) Registration Statement on Form S-4 and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide at such access or information to the extent that such action (A) would other times as may be reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)requested. No investigation pursuant to under this Section 5.2 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All requests for access pursuant to Notwithstanding the foregoing, none of the Parties shall be required by this Section 5.2 must be directed 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (i) that is subject to the Chief Financial Officer terms of the Company or another person designated in writing by the Company. Notwithstanding anything herein a confidentiality agreement with a third party entered into prior to the contrarydate of this Agreement or entered into after the date of this Agreement in the ordinary course of business in accordance with this Agreement (provided, Parent and Merger Sub however, that the withholding Party shall notuse its commercially reasonable efforts (without payment of any consideration, and shall cause their respective representatives not tofees or expenses) to obtain the required consent of such third party to such access or disclosure), contact (ii) of a sensitive or personal nature that would reasonably be expected to expose the CMOF Parties or the CCI Parties to the risk of liability, (iii) the disclosure of which would violate any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger Law applicable to such Party or any of its Representatives (provided, however, that the withholding Party shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (iv) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (v) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Merger Transactions without Parties and any of their respective subsidiaries that may result from the Company’s prior written consent (such consent not to be unreasonably withheldrequests for access, conditioned or delayed), data and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinginformation hereunder. (b) To Each Party will hold, and will cause its respective Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.2, in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis of any potential violations of LawConfidentiality Agreement, including Customs & Trade Laws, which shall remain in full force and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, effect pursuant to the Knowledge terms thereof notwithstanding the execution and delivery of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed ortermination thereof.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to compliance with applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company and Parent shall, and shall cause each of its Subsidiaries their respective subsidiaries to, afford to Parentthe other party and its officers, Merger Sub employees, accountants, counsel, financial advisors and their respective representatives other representatives, reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries their respective subsidiaries to, furnish promptly to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub the other party may reasonably request (including Tax Returns filed and those in preparation and receive consistent with the workpapers provisions of its auditors)applicable Law. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or All information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation exchanged pursuant to this Section 5.2 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition be subject to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of confidentiality agreement dated July 26, 2005 between the Company or another person designated in writing by and Parent (the Company"Confidentiality Agreement"). Notwithstanding anything herein to the contrarycontrary contained in this Section 6.02, the Company and Parent and Merger Sub shall notnot be obligated, and shall not be obligated to cause any of their respective representatives not subsidiaries, to afford the other party or its officers, employees, accountants, counsel, financial advisors or other representatives, any access to any properties, books, contracts, commitments, personnel or records relating to, contact or in respect of, any partnerforward product plans, licensorproduct specific cost information, licenseepricing information, customer specific information, merchandising information, or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent similar competitively sensitive information (such consent not to be unreasonably withheld, conditioned or delayed"Competitively Sensitive Information"), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Lawsnot already done, the Company shall, and shall cause promptly upon execution of this Agreement request each person that has heretofore executed a confidentiality or non-disclosure agreement in connection with its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning consideration of any Legal Proceeding by any Person initiated against acquiring the Company or any of its the Company Subsidiaries or, to return (or certify in writing the Knowledge destruction of) all materials containing confidential information and copies thereof furnished to such person by or on behalf of the Company, threatened against the Company, any of its Subsidiaries Company or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orSubsidiaries.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or Parent or any of their respective subsidiaries is a party or pursuant to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodTime, the Company shall, and Parent shall (and shall cause each of its Subsidiaries their respective subsidiaries to, furnish promptly to Parent: ): (i) a copy of each reportprovide to the other party (and the other party’s officers, scheduledirectors, registration statement employees, accountants, consultants, legal counsel, agents and other document filed or received by it representatives, collectively, “Representatives”) reasonable access during such period pursuant normal business hours upon prior notice to the requirements officers, employees, agents, properties, offices and other facilities of federal such party and its subsidiaries and to the books and records thereof, including access to enter any real property owned, leased, subleased or state securities Laws occupied by such party or such party’s Subsidiary in order to conduct an environmental assessment of such property (provided that no subsurface investigation work of the sort commonly referred to as “Phase II” investigatory work shall be conducted absent the prior written consent of the other party, which consent shall not be unreasonably withheld); and (ii) all furnish promptly to the other party such information concerning its the business, properties properties, contracts, assets, liabilities, personnel and personnel other aspects of such party and its subsidiaries as the other party or its Representatives may reasonably request; provided, however, that (A) no pricing or other competitively sensitive information retrieved from the Company will be made available to persons who are involved in any pricing or sales activity at Parent or Merger Sub may reasonably request any Parent Subsidiary, (including Tax Returns filed and those B) no pricing or other competitively sensitive information retrieved from Parent will be made available to persons who are involved in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require any pricing or sales activity at the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic Subsidiary and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as neither Parent nor the Company shall promptly notify Parent of use any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain information obtained from the consent other party for any purpose other than evaluation of such third other party to provide such information and otherwise provide such access to Parent, if requested and in connection with this Agreement. (b) generally describe All information obtained by the type of information that cannot parties pursuant to this Section 6.03 shall be disclosed to kept confidential in accordance with the confidentiality agreement, dated January 6, 2004 (the “Confidentiality Agreement”), between Parent and the Company. (to the extent not prohibited by law or the underlying document). c) No investigation pursuant to this Section 5.2 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives Representatives reasonable access during normal business hours hours, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIIin accordance with its terms, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including; provided, for however, that the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) foregoing shall not require the Company or to disclose any of its Subsidiaries to provide such access or information to the extent that such action (A) disclosure would contravene applicable Law. None of the Company or its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would reasonably be expected to result in violate a waiver Contract or obligation of confidentiality owing to a third party, or waive the protection of an attorney-client privilege, work product doctrine or similar other legal privilege, (B) specifically relates to . The parties will make appropriate substitute disclosure arrangements under circumstances in which the evaluation, deliberation or minutes restrictions of the Company Board (or any committee or subcommittee thereof) related to preceding sentence apply. All such information shall be held confidential in accordance with the Merger Transactions, terms of the strategic and financial alternatives process leading thereto, or any information or materials provided to letter agreement between the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and dated February 28, 2014 (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document“Confidentiality Agreement”). No investigation pursuant to this Section 5.2 5.4 or information provided, made available or delivered to Parent pursuant to this Agreement shall affect any representation of the representations, warranties, covenants, rights or warranty in this Agreement of any party hereto remedies, or any condition the conditions to the obligations of of, the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinghereunder. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until Until the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodSection 9.01, the Company shall, shall and shall cause each of its Subsidiaries to, furnish promptly to afford to Parent: , its Subsidiaries and their respective Representatives, reasonable access during normal business hours, upon reasonable prior notice to the Company, to all of the Company’s and its Subsidiaries’ properties, books and records (ibut excluding any confidential information contained in personnel files to the extent the disclosure of such information is prohibited by Privacy Laws and any documents, records or information that relates to the negotiation and execution of this Agreement, the process that led to the negotiation and execution of this Agreement or, subject to the disclosure requirements set forth in Section 6.02, to any Takeover Proposal) and to those management or other key employees of the Company to whom Parent reasonably requests access, and, during such period, and subject to the limitations described in parentheses above, the Company shall furnish to Parent, as promptly as reasonably practicable, (a) all information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request and (b) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its businesslaws. Notwithstanding the foregoing, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and neither the workpapers Company nor any of its auditors). Nothing herein Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would (including, for i) reasonably be expected to jeopardize the avoidance attorney-client privilege of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing obligations to a third party so long as (in which case the Company will give notice to Parent of the fact that it is withholding such information or documents and the Parties will use their reasonable best efforts to institute appropriate substitute disclosure arrangements, to the extent practical in the circumstances), or (ii) contravene any applicable Law. Parent and the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notcomply with, and shall cause their respective representatives not toRepresentatives (as applicable) to comply with, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any all of their respective representatives obligations provided in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith Confidentiality Agreement with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating information obtained pursuant to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orSection 7.01.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result laws, each of COVID-19 or any COVID-19 Measures South State and solely CenterState, for the purposes of furthering verifying the representations and warranties of the other and preparing for the Merger Transactionsand the other matters contemplated by this Agreement, the Company shall, and shall cause each of its their respective Subsidiaries to, afford to Parentthe Representatives of the other party, Merger Sub and their respective representatives reasonable access access, during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitments, personnel personnel, information technology systems, and records records, provided that such investigation or requests shall not interfere unnecessarily with normal operations of the party, and each shall cooperate with the other party in preparing to execute after the Effective Time the conversion or consolidation of systems and business operations generally, and, during such period, the Company each of South State and CenterState shall, and shall cause each of its Subsidiaries to, furnish promptly make available to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws banking laws (other than reports or documents that South State or CenterState, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or Neither South State nor CenterState nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access or information to disclosure would violate or prejudice the extent that such action (A) would reasonably be expected to result in a waiver rights of South State’s or CenterState’s, as the case may be, customers, jeopardize the attorney-client privilegeprivilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, work product doctrine joint defense or similar privilegeagreement between the parties) or contravene any law, (B) specifically relates rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the evaluation, deliberation or minutes date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpreceding sentence apply. (b) To Each of South State and CenterState shall hold all information furnished by or on behalf of the other party or any of such party’s Subsidiaries or Representatives pursuant to this Agreement in confidence to the extent Parent requests further information or investigation required by, and in accordance with, the provisions of the basis of any potential violations of Lawconfidentiality agreement, including Customs & Trade Lawsdated October 1, 2019, between South State and Anti-Bribery Laws, CenterState (the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request“Confidentiality Agreement”). (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding No investigation by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge either of the Company, threatened against the Company, any of its Subsidiaries parties or any of their respective representatives Representatives shall affect or be deemed to modify or waive the representations, warranties, covenants and agreements of the other set forth herein. Nothing contained in their capacity as such (a “New Litigation Claim”); (ii) notify Parent this Agreement shall give either party, directly or indirectly, the right to control or direct the operations of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing the other party prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior Effective Time. Prior to the date hereof. With respect to any New Litigation Claim against Effective Time, each party shall exercise, consistent with the Company or terms and conditions of this Agreement, complete control and supervision over its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orits Subsidiaries’ respective operations.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Except as otherwise prohibited by applicable Law or the terms of any Contract to applicable logistical restrictions or limitations as a result of COVID-19 which the Company or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries tois subject (provided, afford that the Company shall use its reasonable best efforts to Parentpromptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of date on which this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel is terminated in accordance with its terms and records and, during such periodthe Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent: (i) a copy of each reportParent such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed or received by it during such period pursuant to aspects of the requirements of federal or state securities Laws Company and (ii) all other information concerning its business, properties and personnel Subsidiaries as Parent or Merger Sub its Representatives may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest, for the avoidance of doubtprovided, this Section 5.2(a) and Section 5.2(b)) shall require however, that the Company or any of its Subsidiaries shall not be required to provide access to or disclose any information if such access or information to the extent that such action disclosure would (A) would reasonably be expected to result in a waiver of jeopardize any attorney-client privilege, work product doctrine or similar privilegeother applicable privilege of the Company or any of its Subsidiaries, (B) specifically relates violate any Contract entered into prior to the evaluationdate of this Agreement, deliberation Law or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger TransactionsOrder, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to give a third party so long as the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use its commercially reasonable efforts to obtain the consent of cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to provide reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such information and otherwise provide investigation shall be conducted in such access a manner as not to Parent, if requested and unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b) generally describe All information obtained by the type parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information that canprovided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be disclosed bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to Parent such Representative). (to the extent not prohibited by law or the underlying document). c) No investigation pursuant to this Section 5.2 7.04 shall affect any representation representation, warranty, covenant or warranty agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeFrom the date hereof to the Effective Time, subject to applicable logistical restrictions or limitations as a result each of COVID-19 or any COVID-19 Measures Parent, Acquiror and solely for purposes of furthering the Merger Transactions, the Company Target shall, and shall cause each their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through its Subsidiaries toofficers, afford employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub Acquiror and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Target shall, and shall cause each their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of its Subsidiaries toParent, furnish promptly Acquiror or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Acquiror and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to Parent: (i) a copy return promptly every document furnished to them by one another or any of each reporttheir respective subsidiaries, scheduleaffiliates, registration statement officers, directors, employees and other document filed or received by it during such period pursuant to agents in connection with the requirements of federal or state securities Laws transactions contemplated hereby and any copies thereof, and (ii) all other information concerning its business, properties shall cause others to whom such documents may have been furnished promptly to return such documents and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any copies thereof any of its Subsidiaries to provide such access or information to the extent that such action them may have made. (Ad) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 II shall affect any representation representations or warranty in this Agreement warranties of any party hereto the parties herein or any condition the conditions to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant and subject to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Applicable Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, (i) give to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, properties, books and records, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with Parent in its investigation. Any investigation pursuant to this Section shall be conducted in such request manner as not to interfere unreasonably with the conduct of the business of the Company. All information furnished pursuant to this Section shall be subject to the confidentiality agreement, dated as of May 9, 2007, between Parent and make available the Company (the “Confidentiality Agreement”). No information or knowledge obtained by Parent in any personnel investigation pursuant to this Section 6.04 shall affect or experts engaged be deemed to modify any representation or warranty made by the Company or hereunder. Neither the Company nor any of its Subsidiaries necessary shall be obligated to accommodate provide access to, or to disclose, any information to Parent if the Company reasonably determines that such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning access or disclosure would jeopardize the attorney-client privilege of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, or violate any Applicable Law. All requests for information made pursuant to the Knowledge this Section 6.04 shall be directed to an executive officer of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or such Person as may be designated by the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without ParentCompany’s prior written consent (such consent not to be unreasonably withheld, delayed orexecutive officers.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, afford to Parent, Merger Sub and their respective representatives to Parent's officers, employees, accountants, counsel, financial advisers and other representatives, reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel (including consultants and independent public accountants) and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: Parent (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns patent applications filed or being prepared to be filed with the U.S. Patent and those in preparation Trademark Office or analogous foreign authorities, filings made or proposed to be made with the FDA pursuant to the FDC Act and applicable regulations of the workpapers FDA and all correspondence with the FDA); provided, however, that the Company shall be required to disclose information that would otherwise jeopardize protections offered under the attorney-client privilege or the work-product doctrine or might violate any confidentiality obligations of the company only to appropriate counsel to the parties -whose access to such information would not jeopardize such privileges. Except as required by law, Parent will hold, and will cause its auditors). Nothing herein (includingofficers, for the avoidance of doubtemployees, this Section 5.2(a) accountants, counsel, financial advisers and Section 5.2(b)) shall require other representatives and affiliates to hold, any and all information received from the Company or any of its Subsidiaries to provide such access subsidiaries, directly or information indirectly, in confidence, according to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes terms of the Company Board (or any committee or subcommittee thereof) related to the Merger TransactionsConfidentiality Agreement dated September 17, the strategic and financial alternatives process leading thereto, or any information or materials provided to 1998 between the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent and Ethicon, Inc., an Affiliate of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document"Confidentiality Agreement"). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or45 40

Access to Information; Confidentiality. (a) Upon Prior to the earlier of the Effective Time and the termination of this Agreement in accordance with Section 9.1, upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its the Company Subsidiaries to, afford to Parentthe officers, Merger Sub directors, employees, accountants, counsel, financial advisors, consultants, financing sources and their respective other advisors or representatives reasonable (collectively, “Representatives”) of Parent access during normal business hours during to the period from Company’s and the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective Company Subsidiaries’ properties, assets, books, contractsrecords, commitments, Contracts and personnel and records and, during such period, the Company shallshall furnish, and shall cause to be furnished, as promptly as reasonably practicable to Parent all other information with respect to the Company as Parent may reasonably request. (b) Notwithstanding anything to the contrary in this Section 7.3, none of the Company, Parent or any of their respective Subsidiaries shall be required to provide access to, disclose information to or assist or cooperate with the other party, in each case if such access, disclosure, assistance or cooperation (i) would, as reasonably determined based on the advice of outside counsel, jeopardize any attorney-client privilege with respect to such information, or (ii) would contravene any applicable Law or Contract to which the applicable party is a subject or bound; provided that the Company and Parent shall, and each shall cause its Subsidiaries to, furnish promptly use reasonable best efforts to Parent: make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (A) to remove references concerning valuation, (B) as necessary to comply with any Contract in effect on the date hereof or after the date hereof and (C) as necessary to address reasonable attorney-client, work-product or other privilege or confidentiality concerns) and to provide such information as to the applicable matter as can be conveyed. (c) The Company will use reasonable efforts to (i) continue to progress the Phase 3 CONDOR trial evaluating the diagnostic performance and clinical impact of PyL (18F-DCFPyL) to a copy readout of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws top-line results and (ii) all other lock the main study databases for that trial by December 31, 2019. The main study databases shall contain information concerning required to analyze the trial’s primary efficacy endpoints. The Company will grant Parent and its businessRepresentatives unrestricted access to the main study databases once locked, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers Company will also share with Parent and its advisors results of its auditors)primary efficacy endpoints analysis within five Business Days after the main study databases are locked. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the The Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and will use commercially reasonable efforts to obtain provide Parent and its advisors with reasonable access and support from the consent trial’s lead investigator, the contract research organization hosting the main database, the contract research organization in charge of such third party statistical analysis of the primary endpoints and the imaging core laboratory responsible for performing the central review of medical images. The Company authorizes Parent to provide such have performed an independent review and analysis of trials data contained in the main study databases by an independent statistician selected by Parent. (d) All information furnished pursuant to this Section 7.3 shall be subject to the confidentiality agreement, dated as of July 15, 2019, by and otherwise provide such access to Parent, if requested between the Company and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document“Confidentiality Agreement”). No investigation pursuant to this Section 5.2 7.3 shall affect any representation the representations, warranties or warranty in this Agreement of any party hereto or any condition conditions to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingParties contained herein. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any of the Company Subsidiaries is a party or pursuant to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period Law from the date of this Agreement until to the earlier Effective Time, the Company shall (and shall cause the Company Subsidiaries to): (i) provide to Parent (and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, "Representatives") reasonable access at reasonable times, upon prior notice to the Company, to the officers, employees, agents, properties, offices and other facilities of the Effective Time or Company and the valid termination of this Agreement pursuant Company Subsidiaries and to Article VIIthe books and records thereof (including, without limitation, access to all their respective the Company's accountants, any correspondence between the Company and such accountants and work papers prepared with respect to the Company by such accountants), (ii) provide to Parent and its Representatives access to the Real Property for Parent to conduct any environmental site assessment that Parent deems appropriate, including, without limitation, access to enter upon and investigate and collect air, surface water, groundwater and soil samples, and (iii) furnish promptly such information concerning the business, properties, contracts, assets, books, contracts, commitmentsliabilities, personnel and records and, during such period, other aspects of the Company shall, and shall cause each of its the Company Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub their respective Representatives may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)request. No investigation conducted pursuant to this Section 5.2 6.03 shall affect or be deemed to modify any representation or warranty made in this Agreement of any party hereto or any condition to the obligations of the Agreement. (b) The parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notcomply with, and shall cause their respective representatives not toRepresentatives to comply with, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any all of their respective representatives in their capacity as such obligations under the Confidentiality Agreement dated January 26, 2000 (a “New Litigation Claim”); (iithe "Confidentiality Agreement") notify among Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior the Company with respect to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating information disclosed pursuant to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orSection 6.03.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement until the earlier of the Effective Time Closing (or the valid earlier termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodAgreement), the Company shall, and SPAC shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not subsidiaries to): (i) provide to the other party (and the other party’s officers, contact any partnerdirectors, licensoremployees, licenseeaccountants, customer consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records thereof; and (ii) furnish promptly to the other party such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries as the other party or supplier of its Representatives may reasonably request. Notwithstanding the foregoing, neither the Company in connection with nor SPAC shall be required to provide access to or disclose information where the Offer, access or disclosure would jeopardize the Merger protection of attorney-client privilege or any of contravene applicable Law or Contract (it being agreed that the other Merger Transactions without the Company’s prior written consent (parties shall use their reasonable best efforts to cause such consent not information to be unreasonably withheld, conditioned provided in a manner that would not result in such jeopardy or delayedcontravention), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further All information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged obtained by the Company or its Subsidiaries necessary parties pursuant to accommodate such requestthis Section 7.3 shall be kept confidential in accordance with the mutual confidentiality agreement, dated August 19, 2022 (the “Confidentiality Agreement”), between SPAC and the Company. (c) The Company shall Notwithstanding anything in this Agreement to the contrary, each party (iand its Representatives) notify Parent in writing as promptly as reasonably practicable after learning may consult any tax advisor regarding the tax treatment and tax structure of the Transactions and may disclose to any other person, without limitation of any Legal Proceeding by any Person initiated against kind, the Company or any of its Subsidiaries or, to the Knowledge tax treatment and tax structure of the Company, threatened against the Company, any of its Subsidiaries Transactions and all materials (including opinions or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (iiother tax analyses) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers are provided relating to this Agreement such treatment or structure, in each case in accordance with the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result each of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company and Parent shall, and shall cause each of its Subsidiaries respective significant subsidiaries (determined in accordance with Regulation S-X promulgated under the Securities Act) to, afford to Parentthe other Party and to the officers, Merger Sub employees, accountants, legal counsel, financial advisors and their respective other representatives of such other Party, reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all of their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, each of the Company and Parent shall, and shall cause each of its Subsidiaries respective significant subsidiaries to, furnish promptly to Parent: the other Party (ia) a copy of each report, schedule, registration statement and other document filed or received furnished by it during such period pursuant to the requirements of federal Federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub such other Party may reasonably request (including Tax Returns filed and those in preparation and the workpapers request; provided that each of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or and Parent shall have the right to access the properties, books, contracts, commitments, personnel and records of any non-significant subsidiary of its Subsidiaries the other Party to provide such access or information to the extent that the operations or business of any such action (A) subsidiary would reasonably be expected to result in have a waiver of attorney-client privilegeMaterial Adverse Effect upon such other Party. Without limiting the foregoing, work product doctrine or similar privilege, (B) specifically relates Parent and its representatives shall be allowed to the evaluation, deliberation or minutes conduct a Phase I environmental investigation of the Company Board (or any committee or subcommittee thereof) related to the Merger TransactionsCompany, the strategic Company Subsidiaries and financial alternatives process leading theretotheir properties, but shall not be allowed, absent the prior written approval of the Company, to perform any environmental sampling or any information analysis of the sort commonly referred to as a Phase II environmental investigation, which approval shall not be unreasonably withheld or materials provided to delayed; provided, however, that the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as Parties acknowledge and agree that the Company shall promptly notify Parent conduct and completion of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that canenvironmental investigation shall not be disclosed to Parent (a condition to the extent closing of the Transactions. The Company and the Company Subsidiaries shall reasonably cooperate with Parent and its representatives in connection with any such environmental investigation, including making available personnel, outside contractors and outside consultants with knowledge of environmental matters pertaining to the Company, the Company Subsidiaries and their properties and making available relevant documents related to such matters. Neither Parent nor Sub shall, and Parent and Sub shall cause each of its representatives not prohibited by law or the underlying document). No investigation to, use any information acquired pursuant to this Section 5.2 shall affect 6.03 for any representation or warranty in this Agreement of any party hereto or any condition purpose unrelated to the obligations consummation of the parties heretoTransactions. All requests for access information exchanged, made available or acquired pursuant to this Section 5.2 must 6.03 shall be directed subject to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to and except as may otherwise be prohibited by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, and shall cause each of its the Company Subsidiaries to, afford to Parent, Merger Sub and their respective representatives to Parent’s officers, employees, accountants and advisors, reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, booksbooks and records, contracts, commitmentsContracts, personnel (including access to documentation related to environmental and records andzoning matters and FCC Licenses and Other Company Licenses); provided, during however, that the foregoing shall not require the Company to permit any inspection, or to disclose any information to the extent that, in the reasonable judgment of the Company, it would result in the disclosure of any trade secrets of third parties or violate any of its contractual obligations or any obligations with respect to confidentiality or privacy (provided that the Company shall use its reasonable best efforts to provide such periodaccess or disclosure in a manner that does not violate any such legal or contractual obligations); and provided, further, that nothing in this Section 7.03 shall require the Company to take or allow any action that would unreasonably interfere with the Company’s or any Company Subsidiary’s business or operations. In addition, from the date hereof to the Effective Time, the Company shall, and shall cause each of its Subsidiaries Representatives to, furnish promptly to Parent: (i) reasonably cooperate and consult with Parent regarding Parent’s transition and post-closing integration planning as reasonably requested by Parent, (ii) keep Parent reasonably informed as to the status of the VAE Wind-Down and the Tower Sale (including with respect to the estimated and actual costs and expenses thereof, purchase price adjustments thereto and anticipated timing for completion) and the Company’s business and financial condition generally, (iii) provide Parent, on a copy monthly basis, with (A) financial reports (including a consolidated income statement, balance sheet and statement of cash flows) with respect to the Company and the Company Subsidiaries and (B) the total number of Subscribers, indicating the number of Subscribers that are prepaid and postpaid, (iv) provide Parent with devices, data files and other information reasonably required to support the development and testing of the customer migration process and (v) cooperate with and provide reasonable assistance to Parent and Sprint in developing a customer migration process as contemplated in the Sprint Agreements. Upon the request of Parent, the Company shall permit Parent, jointly with the Company, to contact and hold discussions or negotiations with counter-parties to Contracts to which the Company or any Company Subsidiary is a party for the purpose of obtaining the Consent of any such party and addressing any other terms in such Contract as requested by Parent in connection with the Sprint Transactions. Within fifteen (15) days after the date hereof, subject to putting in place mutually agreeable procedures with respect to Parent’s and Sprint’s review of such Contracts (which shall include, with respect to Sprint’s review, redacting customer names and other identifying information), the Company shall (i) use its commercially reasonable efforts to locate copies of each reportEnterprise Customer Agreement (which efforts shall include contacting the applicable customer with respect to any Enterprise Customer Agreement that is not in the Company’s possession), schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties provide Parent with true and personnel as complete copies of each Enterprise Customer Agreement it was able to locate (which copies may be provided by Parent or Merger Sub to Sprint pursuant to the mutually agreeable procedures contemplated herein) and (iii) provide Parent with written summaries of the material terms of the Material Enterprise Customer Agreements that the Company was not able to locate (which summaries may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditorsbe provided to Sprint pursuant to mutually agreeable procedures contemplated herein). Nothing herein Within ninety (including90) days after the date hereof, for subject to putting in place mutually agreeable procedures with respect to Parent’s and Sprint’s review of such Contracts, the avoidance Company shall use its commercially reasonable efforts to (x) enter into replacement Enterprise Customer Agreements (on the same terms and conditions) with respect to any Enterprise Customer Agreements that the Company was not able to locate, (y) prepare written summaries of doubt, this Section 5.2(athe material terms of the other Enterprise Customer Agreements that the Company was not able to locate or replace (which summaries may be provided to Sprint pursuant to mutually agreeable procedures contemplated herein) and Section 5.2(b)(z) obtain the applicable customers’ approvals of the written summaries of the Enterprise Customer Agreements it was not able to locate or replace. In no event shall require the Company or any Company Subsidiary be required pursuant to this Section 7.03 to conduct or allow to be conducted any invasive testing of its Subsidiaries to provide such access soil, groundwater or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes building components at any property of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)Subsidiary. No investigation pursuant to this Section 5.2 7.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties heretoparties. All requests for access information exchanged pursuant to this Section 5.2 must 7.03 shall be directed subject to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notConfidentiality Agreement, and the Confidentiality Agreement shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company remain in connection full force and effect in accordance with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingits terms. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, Subject to applicable Laws and Anti-Bribery Lawsupon Parent’s reasonable request, the Company shall, and shall cause its Subsidiaries to, reasonably cooperate with such request Sprint and make available any personnel or experts engaged by the Company or its Subsidiaries necessary employees and representatives, in a reasonable manner during normal business hours and upon reasonable prior notice, in order to accommodate such request. (c) The Company shall facilitate (i) notify Parent in writing as promptly as reasonably practicable after learning the migration of any Legal Proceeding by any Person initiated against the Company’s billing, IT and other systems and (ii) the transition of the Company’s and the Company Subsidiaries’ subscribers to Sprint; provided, however, that in no event shall the Company be obligated to provide Sprint or any of its Subsidiaries or, to the Knowledge of employees or representatives information that the Company, threatened against in its sole discretion, reasonably believes is competitively sensitive or that the Company, any of in its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior sole discretion, reasonably believes could be harmful to its business if the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent Closing does not to be unreasonably withheld, delayed oroccur.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result the terms of COVID-19 or any COVID-19 Measures the Confidentiality Agreement, dated October 25, 2006, between Mxxxxx Sxxxxxx Real Estate Advisor, Inc. and solely for purposes of furthering the Merger TransactionsCompany and the Confidentiality Agreement, dated October 23, 2006, between Ashford Hospitality Trust, Inc. and the Company (collectively, the “Confidentiality Agreements”), the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub the Buyer Parties and their respective officers, employees, accountants, financing sources, counsel and other representatives of the Buyer Parties, reasonable access access, during normal business hours and upon reasonable advance notice during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all of their respective propertiessenior employees, assets, properties and material books, contracts, commitments, personnel contracts and records andreasonably requested by the Buyer Parties (the “Access”) (it being agreed that Access necessary for Arizona to prepare financial statements required by Section 3.05 of Regulation S-X shall be deemed reasonable), and during such period, the Company shall, shall (and shall cause each of its Subsidiaries to, ) furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) Buyer Parties all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed be requested by the Buyer Parties; provided, however, that such Access and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) information shall require the Company or any of its Subsidiaries to provide such access or information only be provided to the extent that such action (A) Access or the provision of such information would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to not violate any applicable Law or any applicable contractual provisions; provided, further, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third Persons or violate any of its obligations with respect to confidentiality obligation owing to a third party so long as if the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially have used reasonable efforts to obtain the consent of such third party Person to provide such information inspection or disclosure and otherwise provide such access consent was not obtained, (ii) to Parentpermit any invasive physical testing, if requested and (b) generally describe the type of information that cannot be disclosed except as agreed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub which consent shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned withheld or delayed), and Parent and Merger Sub acknowledge and agree that (iii) to disclose any such contact shall be arranged by and with a representative privileged information of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries orso long as the Company has taken all reasonable steps to permit inspection of or to disclose information described in this clause (iii) on a basis that does not compromise the Company’s or such Subsidiary’s privilege with respect thereto; and, provided, further, that notwithstanding anything contained herein to the Knowledge contrary, Buyer Parties shall have full Access with respect to any matters relating to the Company and its Subsidiaries to the extent necessary to confirm the Company’s and the Company Subsidiary REIT’s qualification as a REIT. The parties agree that they shall seek appropriate substitute disclosure arrangements under circumstances in which clause (iii) of the second proviso to the immediately preceding sentence applies. In no event shall the Company be required to disclose to the Buyer Parties, or the Buyer Parties’ respective officers, employees, accountants, counsel or other representatives, any information relating to the indications of interest from, or discussions with, any other potential acquirors of the Company, threatened against except to the Companyextent necessary for use in the Proxy Statement or as required by Section 7.2. In the event of a termination of this Agreement for any reason, the Buyer Parties shall promptly return or destroy, or cause to be returned or destroyed, all nonpublic information so obtained from the Company or any of its Subsidiaries or and any copies made of such documents for the Buyer Parties. Notwithstanding the foregoing, neither the Company nor any of their respective representatives in their capacity as its Subsidiaries shall be required to provide Access or to disclose information where such (a “New Litigation Claim”); (ii) notify Parent Access or disclosure would jeopardize the attorney-client or work product privileges of ongoing material developments in the Company or its Subsidiaries or contravene any New Litigation Claim and any Legal Proceeding that was existing Law or binding agreement entered into prior to the date hereof and (iii) consult in good faith with Parent regarding of this Agreement. All information provided pursuant to this Section 8.4 shall be governed by the conduct terms of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject From the date hereof until the earlier to applicable logistical restrictions or limitations as a result occur of COVID-19 or any COVID-19 Measures the Effective Time and solely for purposes the termination of furthering the Merger Transactionsthis Agreement in accordance with its terms, the Company shall, and shall cause each the Company Subsidiaries and the Representatives, auditors and agents of its the Company and the Company Subsidiaries to, afford to Parent, the Representatives of Parent and Merger Sub and their respective representatives reasonable access during normal business working hours during upon reasonable advance notice to the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIofficers, to all their respective propertiesemployees, agents, assets, booksproperties, contractsoffices, commitmentsplants and other facilities, personnel books and records and, during such period, of the Company shall, and each Company Subsidiary and shall cause each of its Subsidiaries tofurnish Parent and Merger Sub with such financial, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement operating and other document filed or received by it during such period pursuant data and information (including the work papers of the Company’s accountants, subject to the requirements prior consent of federal or state securities Laws and (iisuch accountants, which consent the Company shall use its reasonable best efforts to obtain as soon as practicable) all other information concerning its business, properties and personnel as Parent or Merger Sub Sub, through their Representatives, may reasonably request (including Tax Returns filed and those request, as long as these actions are in preparation and the workpapers of its auditors). Nothing herein (includingcompliance with all applicable data privacy/protection Laws; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require that the Company may restrict or otherwise prohibit access to any of its Subsidiaries to provide such access documents or information to the extent that (i) any applicable Laws (including any Laws relating to security clearances) requires the Company to restrict or otherwise prohibit access to such action documents or information, including any Laws with respect to a Contract with a Governmental Authority to which the Company or any of the Company Subsidiaries is a party that restricts access without an appropriate security clearance (Aexcept to the extent that personnel at Parent or its Representatives has the appropriate security clearance required), (ii) access by Parent or its Representatives to such documents or information would reasonably be expected give rise to result in a waiver material risk (based on the advice of the Company’s outside counsel and after giving due consideration of the existence of any common interest, joint defense or similar agreement between the parties) of waiving any attorney-client privilege, work product doctrine or similar privilegeother applicable privilege applicable to such documents or information, or (Biii) specifically relates access to the evaluation, deliberation or minutes of a Contract to which the Company Board (or any committee Company Subsidiary is a party or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading theretootherwise bound would violate or cause a default under, or any information give a Third Party the right to terminate or materials accelerate the rights under, such Contract; provided to further, however, that in the event that the Company Board (does not provide access or any committee or subcommittee thereof) information in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as reliance on the preceding proviso, the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to, as promptly as practicable, as the case may be, (x) obtain any necessary clearance or consent in order to obtain the consent of permit such third party to provide such information access or disclosure and otherwise (y) provide such access to Parent, if requested and (b) generally describe the type of or communicate such information that cannot be disclosed to Parent (including through its Representatives) in a way that would not violate the applicable Law or Contract or waive any such a privilege. Any investigation conducted pursuant to the extent access contemplated by this Section 6.2 shall be conducted in a manner that does not prohibited by law unreasonably interfere with the conduct of the business of the Company and the Company Subsidiaries or damage or destroy any property or assets of the underlying document)Company or any of the Company Subsidiaries. No investigation Any access to the properties and documents of the Company and the Company Subsidiaries afforded pursuant to this Section 5.2 6.2(a) shall be provided pursuant to, and subject to, the Company’s reasonable, generally applicable security measures. (b) All information obtained by Parent or Merger Sub pursuant to this Section 6.2 shall be held confidential in accordance with the confidentiality agreement, dated June 14, 2010 (the “Confidentiality Agreement”), between Parent and the Company. (c) The Company shall consult with Parent in good faith on a regular basis as requested by Parent to report material (individually or in the aggregate) operational Table of Contents developments, material change in the status of relationships with material customers and potential customers, material change in the status of ongoing operations and other material matters reasonably requested by Parent. (d) No investigation or consultation pursuant to this Section 6.2 or otherwise shall affect any representation representation, warranty, covenant or warranty other agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingparties. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, Merger Sub employees, investment bankers, attorneys, accountants, consultants and their respective other representatives and advisors access upon reasonable access advance notice, during normal business hours in a manner as to not interfere unreasonably with the conduct of business of the Company and its Subsidiaries during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contractsrecords, commitmentsContracts, personnel Permits, documents, information, directors, officers and records andemployees, and during such period, period the Company shall, and shall cause each of its Subsidiaries to, furnish to Parent and its representatives, as promptly to Parent: (i) a copy of each reportas reasonably practicable, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other any information concerning its businessbusiness as may be reasonably requested by or on behalf of Parent. Notwithstanding the foregoing, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and neither the workpapers Company nor any of its auditors). Nothing herein Subsidiaries shall be required to provide access to or disclose information where the Company reasonably determines (including, for upon the avoidance advice of doubt, this Section 5.2(aoutside counsel) and Section 5.2(b)) shall require that such access or disclosure could jeopardize the attorney- client privilege of the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine conflict with or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of Contract, including any such confidentiality obligations or access restrictions and use commercially reasonable efforts contained therein, to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against which the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (is a “New Litigation Claim”)party; (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding provided that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with use its commercially reasonable efforts (A) to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege or (B) to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and give the Company. Except as required by any applicable Law or Judgment, Parent the opportunity to participate in the defense and settlement of any such litigationwill hold, and no such settlement shall be agreed will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to without Parent’s prior written consent (such consent not to be unreasonably withheldhold, delayed orany and all information received from the Company confidential in accordance with the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the Interim Period, to the extent permitted by applicable Law and contracts, and subject to applicable logistical the reasonable restrictions or limitations as a result imposed from time to time upon advice of COVID-19 or any COVID-19 Measures counsel, each of Company and solely for purposes of furthering the Merger Transactions, the Company Parent shall, and shall cause each of its Company Subsidiaries and the Parent Subsidiaries, respectively, to, afford to Parent, Merger Sub the other Party and their respective representatives to the Representatives of such other Party reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contracts, commitments, personnel and records and, during such period, the each of Company and Parent shall, and shall cause each of its the Company Subsidiaries and the Parent Subsidiaries, respectively, to, furnish reasonably promptly to Parent: the other Party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as Parent or Merger Sub such other Party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company No representation or any of its Subsidiaries to provide such access or information warranty as to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type accuracy of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation provided pursuant to this Section 5.2 7.2 is made and the Parties may not rely on the accuracy of such information except to the extent expressly set forth in the representations and warranties included in Article 4 or Article 5, and no investigation under this Section 7.2(a) or otherwise shall affect any representation of the representations and warranties of Company or warranty of Parent respectively, contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All Notwithstanding the foregoing, neither Company nor Parent shall be required by this Section 7.2(a) to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (if Company or Parent, as applicable, has used commercially reasonable efforts to obtain permission or consent of such third party to such disclosure), (B) the disclosure of which would violate any Law applicable to such Party or any of its Representatives or (C) that is subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of loss of privilege to the disclosing Party. Each of Company and Parent will use its reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access pursuant to this Section 5.2 must be directed access, data and information hereunder. Prior to the Chief Financial Officer Effective Time, each of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Company shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection otherwise communicate with the Offer, the Merger or any of parties with which the other Merger Transactions Party has a business relationship (including tenants/subtenants) regarding the business of such other Party or this Agreement and the transactions contemplated hereby without the Company’s prior written consent of such other Party (provided, that, for the avoidance of doubt, nothing in this Section 7.2(a) shall be deemed to restrict Parent or Company and their respective Representatives and Affiliates from contacting such consent not to be unreasonably withheld, conditioned or delayed), and parties in pursuing the business of Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of Company respectively operating in the Company participatingordinary course). (b) To Each of Company and Parent will hold, and will cause its respective Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.2, in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis of any potential violations of LawConfidentiality Agreement, including Customs & Trade Laws, which shall remain in full force and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, effect pursuant to the Knowledge terms thereof notwithstanding the execution and delivery of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed ortermination thereof.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result Laws relating to the exchange of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactionsinformation, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement hereof until the earlier of the Effective Time or the valid termination of date on which this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodis terminated in accordance with its terms, the Company shallshall afford, and shall cause each of its Subsidiaries toand their respective Representatives to afford, to Parent and Parent’s Representatives (i) reasonable access during normal business hours to the Company’s and its Subsidiaries’ personnel, properties, books, Contracts and records, and the Company shall furnish promptly to Parent: (i) a copy of each reportParent such information concerning its business, scheduleassets, registration statement liabilities, employees and other aspects of the Company and its Subsidiaries, in each case, as Parent may reasonably request (other than any publicly available document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and Laws), (ii) all permit Parent and Merger Sub to make such inspections as they may reasonably require and (iii) cause its officers and those of its Subsidiaries to furnish Parent and Merger Sub with such financial and operating data and other information concerning its with respect to the business, properties properties, litigation matters, personnel and personnel environmental compliance of the Company and its Subsidiaries as Parent or Merger Sub may from time to time reasonably request (including Tax Returns filed any final revenue summary and those final summary monthly financial reporting package that is provided to the Company’s senior executive managers and a monthly discussion of such materials with the Company’s senior executive managers); provided that Parent and its Representatives shall conduct any such activities in preparation and such a manner as not to interfere unreasonably with the workpapers business or operations of its auditors). Nothing herein (includingthe Company; provided, for the avoidance of doubtfurther, this Section 5.2(a) and Section 5.2(b)) shall require that the Company or any of its Subsidiaries shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, jeopardize the extent that such action (A) would reasonably be expected to result in a waiver protection of the attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of expose the Company Board (to risk of liability for disclosure of sensitive or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any personal information or materials deemed in good faith to be too competitively sensitive to warrant disclosure (provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as that the Company shall promptly notify Parent use its reasonable best efforts, as may be requested by Parent, to take such other actions (such as the redaction of any identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such confidentiality obligations access, inspections, data or access restrictions and use commercially reasonable efforts other information solely to obtain outside counsel to avoid the consent loss of such third party attorney client privilege) as is necessary to provide such access, inspections, data or other information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (and Parent’s Representatives in compliance with applicable Law unless the Company in good fxxxx xxxxx such action to be materially harmful to the extent not prohibited by law or the underlying documentCompany’s business interests). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition Until the Effective Time, the information provided will be subject to the obligations terms of the parties hereto. All requests for access pursuant Confidentiality Agreement, dated as of April 11, 2011, between Parent and the Company (as it may be amended from time to this Section 5.2 must be directed to time, the Chief Financial Officer “Confidentiality Agreement”), and, without limiting the generality of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contraryforegoing, Parent and Merger Sub shall not, and shall cause their respective representatives its Representatives not to, contact use such information for any partner, licensor, licensee, customer or supplier purpose unrelated to the consummation of the Company in connection with Transactions, it being acknowledged and agreed that the Offer, the Merger or any execution of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged this Agreement by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (iA) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding constitute written consent by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against and the CompanyConfidentiality Agreement is hereby deemed amended and or waived to the extent required, any of its Subsidiaries or any of to allow Parent, Merger Sub and their respective representatives Representatives to contact and provide Evaluation Material (as defined in the Confidentiality Agreement) to potential sources of financing and their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof Representatives and (iiiB) consult result in good faith with Parent regarding the conduct ending of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate Standstill Period (as defined in the defense Confidentiality Agreement) and settlement the termination of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not obligations pursuant to be unreasonably withheld, delayed orparagraph 5 thereof.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, notice and subject to the restrictions imposed by any applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Laws, including the HSR Act, other United States antitrust Laws and solely for purposes of furthering the Merger TransactionsForeign Antitrust Laws, the Company shall, from and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from after the date of this Agreement until the earlier of Control Time, the Effective Time or the valid termination of this Agreement pursuant to Article VIICompany will, (i) give Parent and Purchaser and their respective Representatives reasonable access during normal business hours to all their respective propertiesofficers, assetsplants, offices and other facilities and to all books, contracts, commitments, personnel commitments and records and, during such period, (including Tax returns) of the Company shalland its Subsidiaries as Parent or Purchaser may reasonably request, and shall instruct the Company’s independent accountants to provide access to work papers; (ii) permit Parent and Purchaser to make such reasonable inspections during normal business hours as they may reasonably require, (iii) cause each its and its Subsidiaries’ officers to furnish Parent and Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of its Subsidiaries tothe Company as Parent or Purchaser may from time to time reasonably request, and (iv) furnish promptly to Parent: (i) Parent and Purchaser a copy of each report, schedule, registration statement schedule and other document filed or received by it the Company or any of its Subsidiaries during such period pursuant to the requirements of the federal or state securities Laws and Laws. (iib) all other information concerning its business, properties and personnel as Information obtained by Parent or Merger Sub may reasonably request Purchaser pursuant to Section 6.2(a) shall be subject to the provisions of the Confidentiality Agreement. (including Tax Returns filed and those c) Nothing in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a6.2 shall (i) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access access, permit any inspection, or information to disclose any information, that in the extent that such action reasonable judgment of the Company would (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law of its or its Subsidiaries’ respective obligations with respect to any confidentiality obligation owing to a agreement with any third party so long as party, provided, that the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use its commercially reasonable efforts to obtain the consent of such third party to provide such inspection or disclosure and shall disclose or describe such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the fullest extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty possible (in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent reasonable judgment) consistent with such obligations, (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with B) result in a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis violation of any potential violations of Lawapplicable Laws, including Customs & Trade the HSR Act, other United States antitrust Laws or Foreign Antitrust Laws, and Anti-Bribery Laws, or (C) unreasonably disrupt or interfere with the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning operations of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries orSubsidiaries, or (ii) permit Parent or Purchaser or their respective Representatives to the Knowledge perform any onsite procedure (including any onsite environmental study) with respect to any property of the Company, threatened against the Company, Company or any of its Subsidiaries Subsidiaries. If any of the information or material provided pursuant to this Section 6.2 includes materials or information subject to the attorney client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that the parties have a commonality of their respective representatives in their capacity as interest with respect to such (a “New Litigation Claim”); (ii) notify Parent matters and it is the desire, intention and mutual understanding of ongoing the parties that the sharing of such material developments or information is not intended to, and shall not, waive or diminish in any New Litigation Claim way the confidentiality of such material or information or its continued protection under the attorney client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (d) No investigation by and of any Legal Proceeding that was existing prior to party or its Representatives shall affect the date hereof and (iii) consult in good faith with Parent regarding the conduct representations, warranties, covenants, agreements, rights or remedies of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orparties set forth herein.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or Law and any COVID-19 Measures and solely for purposes of furthering the Merger Transactionsapplicable Judgment, the Company shallCompany, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement hereof until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shallin accordance with its terms, and shall cause each of its Subsidiaries toVista Outdoor, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to from the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and date hereof until the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes earlier of the Company Board (or any committee or subcommittee thereof) related to consummation of the CSG-Vista Outdoor Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in termination of this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contraryaccordance with its terms, Parent and Merger Sub shall notshall, and shall cause their respective representatives not Subsidiaries to, contact any partnersubject to applicable Law and upon reasonable written notice from Parent, licensorafford Parent and its Representatives reasonable access during normal business hours to (i) Vista Outdoor’s, licenseeCompany’s and their respective Subsidiaries’ officers and employees and (ii) Vista Outdoor’s, customer Company’s and their respective Subsidiaries’ facilities, properties, Contracts and Records; provided that Vista Outdoor, Company and their Subsidiaries shall only be required to provide the access contemplated by clauses (i) and (ii) to the extent (A) such officers and employees are engaged in, or supplier of such facilities, properties, Contracts and Records relate to, the Company Business and (B) such access is reasonably required in connection with the Offerimplementation of the Transactions (including with respect to Taxes) or is reasonably required by Parent for any post-Closing Tax planning with respect to Company; provided further that no Person shall be required to provide access of the type contemplated by this Section 6.03 if such access would unreasonably interfere with the business or operations of Vista Outdoor, Company and their Subsidiaries. Notwithstanding anything to the contrary in this Section 6.03, no Person shall be required to provide access to information contemplated by this Section 6.03 (1) if such information constitutes proprietary customer or supplier information or (2) if the disclosure of such information is legally or contractually prohibited or would result in the loss of attorney client privilege; provided that, in the case of this clause (2), the Merger withholding party first uses reasonable best efforts to provide such access in a manner that does not violate any such prohibition or would not result in the loss of any such privilege. All information exchanged pursuant to this Section 6.03 shall be held by the parties as Evaluation Material, as such term is defined in the letter agreement listed on Section 6.03 of the other Merger Transactions without Parent Disclosure Letter (the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed“Confidentiality Agreement”), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, subject to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written prior notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company GFI shall, and shall cause each of its the GFI Subsidiaries to, afford to Parentthe officers, Merger Sub directors, employees, accountants, counsel, financial advisors, consultants, financing sources and their respective other advisors or representatives (collectively, “Representatives”) of CME reasonable access during normal business hours and without undue disruption of normal business activity during the period from the date of this Agreement until prior to the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective of GFI’s and its Subsidiaries’ properties, assets, books, records, contracts, commitments, commitments and personnel and records and, during such period, the Company shallshall furnish, and shall cause each of its Subsidiaries toto be furnished, furnish as promptly as reasonably practicable to Parent: CME (i) a copy of each material report, schedule, registration statement schedule and other document filed filed, furnished, published, announced or received by it during such period pursuant to the requirements of federal or state securities Laws or a Governmental Entity or Self-Regulatory Organization and (ii) all other information concerning its business, properties and personnel with respect to GFI as Parent or Merger Sub CME may reasonably request (including Tax Returns filed and those in preparation request; provided that GFI and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) GFI Subsidiaries shall require the Company or any of its Subsidiaries not be obligated to provide such access or information to the extent that such action (A) any competitively sensitive information, (B) any information that would reasonably be expected to result in a waiver the loss of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) any information that would reasonably be expected result in a breach of an agreement to which GFI or any of the GFI Subsidiaries is a party, (D) any information that, in the reasonable judgment of GFI, would violate any applicable Law or (E) any confidentiality obligation owing information that is reasonably pertinent to any litigation in which GFI or any GFI Subsidiary, on the one hand, and CME or any of its Affiliates, on the other hand, are adverse parties; provided, however, that in the case of clauses (A), (B) or (C) above, GFI shall attempt in good faith to make reasonable substitute arrangements as may be reasonably necessary to produce the relevant information in a third party so long manner that would not reasonably be expected to harm GFI’s competitive positions, to jeopardize the attorney-client privilege or to result in such breach, as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and applicable. (b) generally describe As promptly as practicable following each month-end between the date of this Agreement and the Closing Date, GFI shall deliver to CME a copy of its management report (which shall include its consolidated financial statements, including its statement of cash flows, for such quarter). As promptly as practicable following each quarter-end between the date of this Agreement and the Closing Date, GFI shall deliver to CME a copy of its management report (which shall include its consolidated financial statements, including its statement of cash flows, for such quarter) along with a statement setting forth the amount as of such quarter-end of (i) Available Cash, (ii) Working Capital and (iii) Tangible Equity (including a breakdown by type of equity, including Available Cash), together with reasonable supporting detail. (c) All information that cannot furnished pursuant to this Section 6.3 shall be disclosed to Parent (subject to the extent not prohibited confidentiality agreement, dated as of October 2, 2013, by law or and between GFI and CME (the underlying document“Confidentiality Agreement”). No investigation pursuant to this Section 5.2 6.3 shall affect any representation the representations, warranties or warranty in this Agreement of any party hereto or any condition conditions to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingParties contained herein. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant Execution Date to the requirements of federal or state securities Laws and (ii) all other information concerning its businessClosing Date, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company each Party shall, and shall cause its Subsidiaries to, cooperate with (i) afford the other Parties and their respective officers, employees, counsel, accountants and other authorized representatives, reasonable access, during normal business hours, to all of its properties, books, contracts, commitments and records and to its officers, employees, counsel, accountants, or other representatives and (ii) if applicable, furnish promptly to each other Party (A) a copy of each material report, schedule and other document filed by it pursuant to the requirements of applicable federal or state securities Laws (other than reports or documents that the Partnership or TEGP, or their respective Subsidiaries, as the case may be, are not permitted to disclose under Applicable Law) and (B) all other information concerning the business, properties and personnel of such request Party as such other Party may reasonably request. No Party shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Partnership Conflicts Committee or the institution in possession or control of such information or contravene any Law, fiduciary duty or binding agreement entered into prior to the Execution Date. The Parties shall make reasonable and make available any personnel or experts engaged by appropriate substitute disclosure arrangements under circumstances in which the Company or its Subsidiaries necessary restrictions referred to accommodate such requestin the preceding sentence apply. (cb) The Company shall Each Party agrees that it (i) notify Parent in writing as promptly as reasonably practicable after learning of shall not use any Legal Proceeding by information obtained pursuant to this Section 5.2 or Section 5.5 for any Person initiated against purpose unrelated to (A) the Company or any of its Subsidiaries or, to the Knowledge consummation of the CompanyTransactions or (B) the matters contemplated by Section 5.5, threatened against in accordance with the Companyterms thereof, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); and (ii) notify Parent of ongoing material developments shall hold all information and documents obtained pursuant to this Section 5.2 and Section 5.5 in confidence; provided, however, the foregoing restrictions shall not apply to any New Litigation Claim and any Legal Proceeding that was existing information obtained pursuant to this Section 5.2 or Section 5.5 to which such Party was, prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct Execution Date, entitled to receive pursuant to Applicable Law or any contract or agreement other than this Agreement. No investigation by any Party of the defense business and affairs of another Party shall affect, or be deemed to modify or waive, any New Litigation Claim and any Legal Proceeding that was existing prior to representation, warranty, covenant or other agreement in this Agreement, or the date hereof. With respect conditions to any New Litigation Claim against Party’s obligation to consummate the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering the Merger TransactionsConfidentiality Agreement, the Company shall, and shall cause each of its the Company Subsidiaries to, afford to Parent, Merger Sub Parent and their respective representatives its Representatives reasonable access (at Parent’s sole cost and expense), during normal business hours and upon reasonable advance notice, during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIISection 8.01, to all their respective the material properties, assets, books, contracts, commitments, personnel and records andof the Company and the Company Subsidiaries, and during such period, the Company shall, and shall cause each of its the Company Subsidiaries to, furnish make available promptly to Parent: Parent (i) to the extent not publicly available, a copy of each report, schedule, registration statement and other document filed or received material Filing made by it during such period pursuant to the requirements of federal or state securities Laws or filed with or sent to the SEC, the IURC, the PUCO or any other Governmental Entity and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require that the Company may withhold from Parent or its Representatives any of its Subsidiaries to provide such access document or information that the Company believes is subject to the extent that such action (A) would reasonably be expected to result in terms of a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to agreement with a third party so long as (provided, that the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide disclose such information and otherwise provide such access document or information) or subject to Parentany attorney–client privilege (provided, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company shall use its reasonable best efforts to allow the disclosure of such document or another person designated information (or as much of it as possible) in writing by a manner that does not result in a loss of attorney–client privilege) or is commercially sensitive (as determined in the Company. Notwithstanding anything herein to ’s reasonable discretion); provided, further, that neither the contrary, Company nor Parent and Merger Sub shall not, and shall cause or their respective representatives not toRepresentatives shall have the right to collect any air, contact soil, surface water or ground water samples or perform any partnerinvasive or destructive air sampling on, licensorunder, licensee, customer at or supplier of the Company in connection with the Offer, the Merger or from any of the properties owned, leased or operated by the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned Party or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingits Subsidiaries. (b) To All documents and information exchanged pursuant to this Section 6.02 shall be subject to the extent Parent requests further information or investigation letter agreement, dated as of January 29, 2018, between the basis of any potential violations of LawCompany and Parent, including Customs & Trade Laws, and Anti-Bribery Lawsas amended (the “Confidentiality Agreement”). If this Agreement is terminated pursuant to Section 8.01, the Company shall, and Confidentiality Agreement shall cause remain in effect in accordance with its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such requestterms. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the Interim Period, subject to the extent permitted by applicable logistical restrictions or limitations as a result Law, each of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company Parties, on the one hand, and the Parent Parties, on the other hand, shall, and the Company Parties and the Parent Parties shall cause each of its Subsidiaries the other Parent Entities and the other Company Entities, respectively, to, afford to Parent, Merger Sub the other parties and to their respective representatives Representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contracts, commitments, personnel and records and, during such period, each of the Company Parties and the Parent Parties shall, and the Company Parties and the Parent Parties shall cause each of its Subsidiaries the other Company Entities and the other Parent Entities, respectively, to, furnish reasonably promptly to Parent: the other parties (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as Parent or Merger Sub such other parties may reasonably request (including Tax Returns filed and those in preparation and request. Notwithstanding the workpapers of its auditors). Nothing herein (includingforegoing, for neither the avoidance of doubt, Company Parties nor the Parent Parties shall be required by this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries 6.4 to provide the other party or the Representatives of such other party with access to or to disclose information (w) relating to the extent that such action (A) would reasonably be expected to result in a waiver consideration, negotiation and performance of attorney-client privilege, work product doctrine or similar privilegethis Agreement and related agreements, (Bx) specifically relates that is subject to the evaluation, deliberation or minutes terms of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any a confidentiality obligation owing to agreement with a third party so long as entered into prior to the Company date of this Agreement (provided, however, that the withholding party shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide such information and otherwise provide such access or disclosure), (y) the disclosure of which would violate any Law or fiduciary duty (provided, however, that the withholding party shall use its reasonable best efforts to Parentmake appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or fiduciary duty) or (z) that is subject to any attorney-client, if requested and attorney work product or other legal privilege (b) generally describe provided, however, that the type of information that cannot be disclosed to Parent (withholding party shall allow for such access or disclosure to the maximum extent that does not prohibited by law result in a loss of any such attorney-client, attorney work product or the underlying documentother legal privilege). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations Each of the parties hereto. All requests for access pursuant hereto will use its reasonable best efforts to this Section 5.2 must be directed minimize any disruption to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any businesses of the other Merger Transactions without parties that may result from the Company’s prior written consent (such consent not to be unreasonably withheldrequests for access, conditioned or delayed), data and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinginformation hereunder. (b) To Each of the parties hereto will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 6.4, in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such requestConfidentiality Agreement. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering the Merger TransactionsSection 6.4(b), the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives upon reasonable access during normal business hours notice during the period from the date of this Agreement until to the earlier of the Effective Time or Closing Date and the valid termination date on which this Agreement is terminated in accordance with its terms (“Pre-Closing Period”), the Debtors shall afford the Private Placement Parties and their Representatives (for the purposes of this Agreement pursuant to Article VIISection 6.4(a) only, Representatives shall not include limited partners) upon request reasonable access, during normal business hours and without unreasonable disruption or interference with the Debtors’ business or operations, to all their respective the Debtors’ employees, properties, assets, books, contracts, commitments, personnel Contracts and records and, during such periodthe Pre-Closing Period, the Company shall, and Debtors shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) parties all other reasonable information concerning its the Debtors’ business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and be requested by any such party, provided that the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company, would cause any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected Debtors to violate any applicable Law or any of their respective obligations with respect to confidentiality obligation owing to a third party so long as if the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use have used its commercially reasonable efforts to obtain obtain, but failed to obtain, the consent of such third party to provide such inspection or disclosure, (ii) to disclose any legally privileged information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties heretoDebtors or (iii) to violate any applicable Laws or Orders. All requests for information and access pursuant to made in accordance with this Section 5.2 must 6.4 shall be directed to the Chief Financial Officer an executive officer of the Company or another person such Person as may be designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingexecutive officers. (b) To From and after the extent Parent requests further information or investigation date hereof until the date that is one (1) year after the expiration of the basis of any potential violations of LawPre-Closing Period, including Customs & Trade Laws, and Anti-Bribery Laws, the Company each Private Placement Party shall, and shall cause its Subsidiaries Representatives to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning keep confidential and not provide or disclose to any Person any documents or information received or otherwise obtained by such Private Placement Party or its Representatives pursuant to Section 6.4(a) (except that provision or disclosure may be made to any Affiliate or Representative of such Private Placement Party who needs to know such information for purposes of this Agreement or the other Transaction Agreements and who agrees to observe the terms of this Section 6.4(b) (and such Private Placement Party will remain liable for any Legal Proceeding breach of such terms by any Person initiated against such Affiliate or Representative)), and (ii) not use such documents or information for any purpose other than in connection with this Agreement or the Company other Transaction Agreements or the transactions contemplated hereby or thereby. Notwithstanding the foregoing, the immediately preceding sentence shall not apply in respect of documents or information that (A) is now or subsequently becomes generally available to the public through no violation of this Section 6.4(b), (B) becomes available to a Private Placement Party or its Representatives on a non-confidential basis from a source other than any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries Debtors or any of their respective representatives Representatives, (C) becomes available to a Private Placement Party or its Representatives through document production or discovery in their capacity connection with the Chapter 11 Cases or other judicial or administrative process, but subject to any confidentiality restrictions imposed by the Chapter 11 Cases or other such process, or (D) such Private Placement Party or any Representative thereof is required to disclose pursuant to judicial or administrative process or pursuant to applicable Law or applicable securities exchange rules; provided, that, such Private Placement Party or such Representative shall provide the Company with prompt written notice of such legal compulsion and cooperate with the Company to obtain a protective Order or similar remedy to cause such information or documents not to be disclosed, including interposing all available objections thereto, at the Company’s sole cost and expense; provided, further, that, in the event that such protective Order or other similar remedy is not obtained, the disclosing party shall furnish only that portion of such information or documents that is legally required to be disclosed and shall exercise its commercially reasonable efforts (at the Company’s sole cost and expense) to obtain assurance that confidential treatment will be accorded such disclosed information or documents. The provisions of this Section 6.4(b) shall not apply to any Initial Private Placement that, as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect , is party to any New Litigation Claim against a confidentiality or non-disclosure agreement with the Company or its directors or officers relating to this Agreement or the Merger TransactionsDebtors, the Company shall consult with Parent for so long as such agreement remains in full force and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed oreffect.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from Between the date of this Agreement until and the earlier Closing Date, CITY NETWORK, on the one hand, and IVAG and the IVAG Principals, on the other hand, shall give to the other(s) and their respective lenders, officers, directors, financial advisors, counsel and other agents access to all offices of CITY NETWORK or IVAG, as the Effective Time case may be, and to all of its respective books and records, permit them to make such inspections as they may require and shall cause City Network's or IVAG's respective officers, directors and employees to furnish the valid termination other(s) and their prospective lenders, officers, directors, financial advisors, counsel and other agents with such financial and operating data and other information with respect to the business and properties of CITY NETWORK and IVAG or their prospective lenders, officers, directors, financial advisors, counsel and other agents may from time to time reasonably request, and as may be necessary to establish the performance by the parties hereto of their covenants under this Agreement pursuant and the accuracy of their representations and warranties herein, and in connection with the preparation of any filing or submission to Article VIIany governmental entity or regulatory body. (b) CITY NETWORK, to all their respective propertieson the one hand, assetsand IVAG and the IVAG Prin- cipals, bookson the other hand, contracts, commitments, personnel and records and, during such period, the Company shallshall hold, and shall use commercially reasonable efforts to cause each of its Subsidiaries totheir respective officers, furnish promptly to Parent: (i) a copy of each reportdirectors, schedulepartners, registration statement prospective lenders, financial advisors, counsel and other document filed agents to hold, in strict confidence, unless compelled to disclose by judicial or received administrative process, or, in the opinion of their counsel, by it during such period pursuant other requirements of law, all documents and information concerning CITY NETWORK or IVAG, as the case may be, furnished to the requirements of federal or state securities Laws and other in connection with the transactions contemplated by this Agreement (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information except to the extent that such action (A) would reasonably information can be expected shown to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall have been (i) notify Parent in writing as promptly as reasonably practicable after learning the public domain through no fault of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries CITY NETWORK or any of their respective representatives in Affiliates on the one hand, or IVAG or any of their capacity as such (a “New Litigation Claim”)Affiliates, on the other hand; or (ii) notify Parent later lawfully acquired without the breach of ongoing material developments any other agreement by a party hereto or their respective officers, directors, partners, financial advisors, counsel and other agents from other sources) and will not release or disclose such information to any other Person, except its officers, directors, prospective lenders, financial advisors, counsel and other agents in connection with this Agreement. If the transactions contemplated by this Agreement are not consummated, such confidence shall be maintained as hereinbefore provided, and, if requested by any New Litigation Claim party hereto case may be, the other(s) will, and any Legal Proceeding that was existing prior will cause its officers, directors, partners, prospective lenders, financial advisors, counsel and other agents to, return to the date hereof and (iii) consult in good faith with Parent regarding the conduct requesting party all copies of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior written information furnished by or on its behalf to the date hereof. With respect to any New Litigation Claim against the Company other(s) or its directors or officers relating to this Agreement or the Merger Transactionstheir respective officers, the Company shall consult with Parent directors, prospective lenders, financial advisors, counsel and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orother agents.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives Representatives reasonable access during normal business hours hours, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIIin accordance with its terms, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws; and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein ; provided, however, that the foregoing shall not require the Company to disclose any information to the extent such disclosure would (includingi) contravene applicable Law, for (ii) breach or cause a default under any confidentiality agreement with any third party entered into prior to the avoidance date of doubt, the Original Agreement that relate to any discussions regarding transactions of a nature similar to the transactions contemplated hereby (provided that disclosures required pursuant to Section 6.2 with respect to a party to any such confidentiality agreement or any proposals they may make shall not be limited by this Section 5.2(a6.4), or (iii) and Section 5.2(b)) shall require constitute a waiver of the attorney-client privilege held by the Company or any of its Subsidiaries to provide Subsidiaries. All such access or information to shall be held confidential in accordance with the extent terms of that such action (A) would reasonably be expected to result in a waiver of attorney-client privilegecertain CryoLife, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of Inc. Mutual Confidential Disclosure Agreement between Parent and the Company Board dated as of September 29, 2010 (or any committee or subcommittee thereof) related to the “Confidentiality Agreement”); provided, further, that following the date on which the Merger Transactionsis approved, the strategic and financial alternatives process leading thereto, or parties agree that any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to request by Parent, if requested and Merger Sub or their respective Representatives pursuant to this Section 6.4 shall be deemed to be reasonable for purposes of clause (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)above. No investigation pursuant to this Section 5.2 6.4 or information provided, made available or delivered to Parent pursuant to this Agreement shall affect any representation of the representations, warranties, covenants, rights or warranty in this Agreement of any party hereto remedies, or any condition the conditions to the obligations of of, the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinghereunder. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. Subject to (ai) Upon reasonable advance written noticeapplicable Law, (ii) any attorney client, attorney work product and other legal privilege, and (iii) any confidentiality agreements to which the Company is a party or subject to applicable logistical restrictions or limitations as a result and which agreements are in existence on the date of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactionsthis Agreement, the Company shallwill provide and will cause its Subsidiaries and its and their respective directors, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors and agents and other representatives (collectively, “Representatives”) to provide Parent, Merger Sub and their financing sources and respective authorized Representatives, during normal business hours and upon reasonable advance notice, access to the offices, properties, books, records and management of the Company and its Subsidiaries (including continued access to the Xxxxxxx Datasite on-line data room) (so long as such access does not unreasonably interfere with the operations of the Company) as Parent or Merger Sub may reasonably request; provided, however, that, access for the purposes of conducting an environmental assessment or investigation of the properties shall be limited to the performance of a Phase I environmental assessment by an environmental consultant retained by Parent or Merger Sub or their Representatives, at their sole cost and expense, and reasonably acceptable to the Company, that meets the United States Environmental Protection Agency’s “Standards and Procedures for All Appropriate Inquiry” and the ASTM, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, E 1527 05. In no event shall any Phase I environmental assessment involve any intrusive testing or sampling of the soil, groundwater or other environmental media without the prior written consent of the Company. A copy of all such Phase I environmental reports shall be provided to the Company promptly upon completion. With respect to any information disclosed pursuant to this Section 7.2, each of the parties shall comply with, and shall cause each of its Subsidiaries toRepresentatives to comply with, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to obligations under the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during throughout the period from the date of this Agreement until the earlier of hereof to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, (i) provide Parent and its Representatives with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of the Company and its Subsidiaries and their respective assets, properties, assetsbooks and records, books, contracts, commitments, personnel but only to the extent that such access does not unreasonably interfere with the business and records and, during such period, operations of the Company shalland its Subsidiaries, and shall cause each of its Subsidiaries to, (ii) furnish promptly to Parent: Parent (ix) a copy of each report, schedulestatement, registration statement schedule and other document filed or received by it during such period the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities Laws laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (iiy) all other information and data (including, without limitation, copies of Contracts, Company Employee Benefit Plans and other books and records) concerning the business and operations of the Company and its business, properties and personnel Subsidiaries as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would other Persons shall reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)request. No investigation pursuant to this Section 5.2 7.01 or otherwise shall affect any representation or warranty contained in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access Any such information or material obtained pursuant to this Section 5.2 must 7.01 shall be directed to governed by the Chief Financial Officer terms of the Confidentiality Agreement, dated as of July 30, 2003, between the Company or another person designated in writing by and Parent (the Company"Confidentiality Agreement"). Notwithstanding anything herein to the contrarycontrary contained herein or in the Confidentiality Agreement, Parent and Merger Sub the obligations of confidentiality contained herein or in the Confidentiality Agreement shall notnot apply, and shall cause their respective any party hereto or its employees, representatives not toand other agents may disclose to any and all persons, contact without limitation of any partnerkind, licensor, licensee, customer or supplier (a) the "tax treatment" and "tax structure" of the Company "transactions" contemplated by this Agreement (as these terms are defined in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent Treasury Regulations Section 1.6011-4(b) and (such consent not to be unreasonably withheld, conditioned or delayedc), ) and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis all materials of any potential violations of Lawkind (including opinions or other tax analyses) that are provided to it relating to such tax treatment or tax structure; provided, including Customs & Trade Lawshowever, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with that such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary disclosure may not be made (to accommodate such request. (cpersons other than tax advisors) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning until the earlier of any Legal Proceeding by any Person initiated against (A) the Company or any of its Subsidiaries or, to the Knowledge date of the Companypublic announcement of the discussions relating to such transactions, threatened against (B) the Company, any date of its Subsidiaries the public announcement of such transactions or any (C) the date of their respective representatives in their capacity as such (a “New Litigation Claim”); the execution of this Agreement and (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not extent required to be unreasonably withheld, delayed orkept confidential to comply with any applicable federal or state securities Laws.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives Representatives reasonable access during normal business hours hours, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIIin accordance with its terms, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including material Tax Returns filed and those material Tax Returns in preparation and along with the workpapers relevant work papers of its auditors). Nothing herein ; provided, however, that the foregoing shall not require the Company to disclose any information to the extent such disclosure would, or would reasonably be expected to, (includingi) contravene applicable Law, for (ii) breach or cause a default under any confidentiality agreement with any third party entered into prior to the avoidance date hereof that relate to any discussions regarding transactions of doubta nature similar to the transactions contemplated hereby (provided, that disclosures required pursuant to Section 5.2 with respect to a party to any such confidentiality agreement or any proposals they may make shall not be limited by this Section 5.2(a5.2(ii)), or (iii) and Section 5.2(b)) shall require constitute a waiver of the attorney-client privilege held by the Company or any of its Subsidiaries to provide Subsidiaries. All such access or information to shall be held confidential in accordance with the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes terms of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic Mutual Nondisclosure Agreement between Parent and financial alternatives process leading thereto, or any information or materials provided to the Company Board dated as of May 30, 2013 (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document“Confidentiality Agreement”). No investigation pursuant to this Section 5.2 5.5 or information provided, made available or delivered to Parent pursuant to this Agreement shall affect any representation of the representations, warranties, covenants, rights or warranty in this Agreement of any party hereto remedies, or any condition the conditions to the obligations of of, the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinghereunder. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the period between the date of this Agreement and the earlier to occur of the Effective Time and the date, subject if any, on which this Agreement is terminated pursuant to Article VIII (the “Interim Period ”), to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, and shall cause each of its Subsidiaries the other Company Entities to, afford to Parent, Merger Sub Parent and their respective representatives its Affiliates and Representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contractsContracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries the other Company Entities to, furnish reasonably promptly to Parent: Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information (financial or otherwise) concerning its business, properties and personnel (except medical information) as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and request. Notwithstanding the workpapers of its auditors). Nothing herein (includingforegoing, for the avoidance of doubt, Company shall not be required by this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries 6.3 to provide such Parent or its Affiliates or Representatives with access to or to disclose information (w) relating to the extent that such action (A) would reasonably be expected to result in a waiver consideration, negotiation and performance of attorney-client privilege, work product doctrine or similar privilegethis Agreement and related agreements, (Bx) specifically relates that is subject to the evaluation, deliberation or minutes terms of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any a confidentiality obligation owing to agreement with a third party so long as entered into prior to the date of this Agreement (provided, however, that the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide such information and otherwise provide such access or disclosure), (y) the disclosure of which would violate any Law or fiduciary duty (provided, however, that the Company shall use its reasonable best efforts to Parentmake appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or fiduciary duty) or (z) that is subject to any attorney-client, if requested and attorney work product or other legal privilege (provided, however, that the Company shall allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). (b) generally describe the type of Parent will hold any nonpublic information, including any information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation delivered pursuant to this Section 5.2 shall affect any representation or warranty 6.3, in this Agreement of any party hereto or any condition confidence to the obligations extent required by and in accordance with the terms of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of that certain Confidentiality Agreement, dated October 1, 2013 by and between Parent and the Company or another person designated in writing by (the Company“Confidentiality Agreement”). Notwithstanding anything herein or in the Confidentiality Agreement to the contrary, Parent and Merger Sub shall notbe permitted to file financial statements of any Company Entity (or any portion, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer extract or supplier of the Company restatement thereof) in connection with any filings made by Parent with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable SEC after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed oras contemplated by Section 6.13.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries officers, employees, counsel, financial advisors and other representatives to, afford to Parent, Merger Sub Parent and their respective its representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or of the valid termination of this Agreement pursuant Merger to Article VII, its and to all their respective Jiahui's properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries and Jiahui's officers, employees and representatives to, furnish promptly to Parent: Parent all information concerning their respective business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of the Parent and Merger Sub set forth herein and compliance by the Parent and Merger Sub of their respective obligations hereunder, during the period prior to the Effective Time of the Merger, Parent shall provide the Company and its representatives with reasonable access during normal business hours to its and Merger Sub's properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Parent and Merger Sub set forth herein and compliance by Parent and Merger Sub of their obligations hereunder, and, during such period, Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (ii) all other information concerning its business, properties properties, financial condition, operations and personnel as Parent or Merger Sub such other party may from time to time reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (includingExcept as required by law, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes each of the Company Board (or Company, Merger Sub, and Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any nonpublic information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and confidence. (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 5.01 shall affect any representation representations or warranty in this Agreement warranties of any party hereto the parties herein or any condition the conditions to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeFrom the date of this Agreement to the earlier of the Effective Time and the date, subject if any, on which this Agreement is terminated pursuant to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsSection 7.1, the Company shall, and shall cause each Subsidiary of its Subsidiaries tothe Company and each of their respective directors, afford officers, employees, agents or advisors (including attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Company Representatives”) (i) to Parent, Merger Sub provide to Parent and Purchaser and their respective representatives directors, officers, employees, agents or advisors (including attorneys, accountants, consultants, bankers and financial advisors) (collectively, the “Parent Representatives”) reasonable access, at reasonable times and upon prior written notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records of the Company and its Subsidiaries, (ii) to furnish promptly such financial, operating and other data concerning the Company and its Subsidiaries as Parent or the Parent Representatives may reasonably request in writing, and (iii) to provide to Parent and Purchaser such reasonable access during normal business hours during to stock transfer records and other information related to the period from the date ownership of this Agreement until the earlier capital stock of the Effective Time or Company, including access to the valid termination of this Agreement pursuant to Article VIICompany’s transfer agent, to all their respective propertiesas Parent may reasonably request in writing. Notwithstanding the foregoing, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) any such access, investigation or consultation shall be conducted in such a copy manner as not to interfere unreasonably with the business or operations of each report, schedule, registration statement and other document filed the Company or received by it during such period pursuant to the requirements of federal or state securities Laws and its Subsidiaries; (ii) all other information concerning such access will not require the Company to permit any access, or to permit disclosure of any information, that in its businessreasonable judgment would result in the disclosure of any trade secrets, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation iii) Parent, Purchaser and the workpapers Parent Representatives will not speak to any of its auditors). Nothing herein (including, for the avoidance personnel of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries without the prior written consent of the Company, and any such communications permitted by the Company will be made in the presence of a representative of the Company, (iv) such access will be scheduled at such times and places as shall be determined by the Company, and (v) Parent, Purchaser and the Parent Representatives shall not have any such access for purposes of conducting any environmental assessments, sampling or testing. Neither the Company nor its Subsidiaries shall be required to provide access to or to disclose information where such access or information to the extent that such action (A) disclosure would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or contravene any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)Law. No investigation conducted pursuant to this Section 5.2 5.3(a) shall affect or be deemed to qualify, modify or limit any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing made by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingthis Agreement. (b) To With respect to the extent information disclosed pursuant to Section 5.3(a), Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shallshall comply with, and shall cause the Parent Representatives to comply with, all of its Subsidiaries toobligations under the Nondisclosure Agreement, cooperate with such request the confidentiality provisions of which shall survive and make available any personnel or experts engaged by be binding upon the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify and Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against until the Company or any of its Subsidiaries orEffective Time, notwithstanding anything to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orcontrary contained therein.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during During the period from the date of this Agreement until to and including the earlier Merger Effective Time, each of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Parties shall, and shall cause each of their respective subsidiaries to, subject to applicable Law and the COVID-19 Measures, afford to the other Parties and to their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books and records that the other Party may reasonably request and, during such period, each of the Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Subsidiaries Representatives to, furnish reasonably promptly to Parent: (i) the other Parties a copy of each any report, schedule, registration statement and or other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all as the other information concerning its business, properties and personnel as Parent or Merger Sub Party may reasonably request (including Tax Returns filed request. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and those in preparation telephone conferences with the other Parties and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information their Representatives prior to the extent that such action (A) would reasonably be expected to result in a waiver mailing of attorney-client privilegethe Proxy Statement, work product doctrine or similar privilege, (B) specifically relates prior to the evaluationStockholders Meeting, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactionsrespectively, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would at such other times as may be reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)requested. No investigation pursuant to under this Section 5.2 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All requests for access pursuant to Notwithstanding the foregoing, none of the Parties shall be required by this Section 5.2 must be directed 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (A) that is subject to the Chief Financial Officer terms of the Company or another person designated in writing by the Company. Notwithstanding anything herein a confidentiality agreement with a third party entered into prior to the contrarydate of this Agreement or entered into after the date of this Agreement in the ordinary course of business in accordance with this Agreement (provided, Parent and Merger Sub however, that the withholding Party shall notuse its commercially reasonable efforts (without payment of any consideration, and shall cause their respective representatives not tofees or expenses) to obtain the required consent of such third party to such access or disclosure), contact (B) of a sensitive or personal nature that would reasonably be expected to expose CCIT III or CMFT to the risk of liability, (C) the disclosure of which would violate any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger Law applicable to such Party or any of its Representatives (provided, however, that the withholding Party shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (D) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (E) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Merger Transactions without Parties and any of their respective subsidiaries that may result from the Company’s prior written consent (such consent not to be unreasonably withheldrequests for access, conditioned or delayed), data and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinginformation hereunder. (b) To Each Party will hold, and will cause its respective Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.2, in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis of any potential violations of LawConfidentiality Agreement, including Customs & Trade Laws, which shall remain in full force and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, effect pursuant to the Knowledge terms thereof notwithstanding the execution and delivery of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed ortermination thereof.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, From the date of this Agreement until the Effective Time and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsApplicable Law, the Company shall, and shall cause each of its Subsidiaries to, afford upon reasonable notice and request, (i) give to Parent, Merger Sub its counsel, financial advisors, auditors, Financing Sources and their respective other authorized representatives reasonable access during normal business hours during the period from the date to its offices, properties, books and records, including, but not limited to, for purposes of this Agreement until the earlier continuing their due diligence of the Effective Time or the valid termination of this Agreement pursuant Company and without limitation for matters relating to Article VII, to all their respective properties, assets, books, export controls and government contracts, commitments, personnel (ii) furnish to Parent and records and, during its counsel such period, the Company shall, financial and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) operating data and other information as such Persons may reasonably request and a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (iiiii) all instruct its employees, counsel, financial advisors, auditors and other information concerning authorized representatives to cooperate with Parent in its business, properties investigation. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)Subsidiaries. Nothing herein (including, for the avoidance of doubt, contained in this Section 5.2(a) and Section 5.2(b)) shall shall, prior to the Effective Time, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to provide such third parties; provided, however, that the Company shall make a good faith effort to accommodate any request from Parent for access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation in a manner that does not result in such a waiver or warranty in this Agreement of any party hereto or any condition to the obligations of the parties heretoviolation. All requests for access information furnished pursuant to this Section 5.2 must shall be directed subject to the Chief Financial Officer confidentiality agreement, dated as of November 22, 2010, between Parent and the Company or another person designated in writing by (the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed“Confidentiality Agreement”), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify deliver to Parent in writing as promptly as reasonably practicable after learning monthly consolidated and consolidating financial statements of any Legal Proceeding by any Person initiated against the Company or any of and its Subsidiaries or, to the Knowledge within 15 calendar days of the Company, threatened against the Company, any end of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed oreach fiscal month.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeSubject to restrictions under applicable law, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures from and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from after the date of this Agreement until to the earlier of (i) the date on which a majority of the Company’s directors are designees of Parent or Purchaser and (ii) the Effective Time or Time, the valid termination of this Agreement pursuant to Article VIICompany will (i) give Parent and Purchaser and their authorized accountants, investment bankers, counsel and other representatives access (during regular business hours upon reasonable notice) to all their respective propertiesemployees, assetsplants, offices, warehouses and other facilities and to all books, contracts, commitments, personnel commitments and records and, during such period, (including Tax returns) of the Company shalland its Subsidiaries and use reasonable best efforts to cause the Company’s and its Subsidiaries’ independent public accountants to provide access to their work papers and such other information as Parent or Purchaser may reasonably request, (ii) permit Parent and shall Purchaser to make such inspections (during regular business hours upon reasonable notice) as they may reasonably request, (iii) cause each its officers and those of its Subsidiaries toto furnish Parent and Purchaser with such financial and operating data and other information with respect to the business, properties and Personnel of the Company and its Subsidiaries as Parent or Purchaser may from time to time reasonably request and (iv) furnish promptly to Parent: (i) Parent and Purchaser a copy of each report, schedule, registration statement schedule and other document filed or received by it the Company during such period pursuant to the requirements of the federal or state securities Laws and (ii) all other information concerning its businesslaws; provided, properties and personnel as that none of Purchaser, Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or nor any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpermitted to perform any invasive testing or environmental sampling. (b) To Information obtained by Parent or Purchaser and their respective officers, employees, auditors, accountants and other authorized representatives pursuant to Section 6.03(a) shall be subject to the extent Parent requests further information or investigation provisions of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such requestConfidentiality Agreement. (c) The Nothing in this Section 6.03 shall require the Company shall to permit any inspection, or to disclose any information, that in the judgment of the Company would (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or violate any of its Subsidiaries orrespective obligations with respect to confidentiality, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent result in a violation of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orapplicable law.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeSubject to the confidentiality agreement between Parent and the Company, subject to dated March 2, 2010 (the “Confidentiality Agreement”) and applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, and shall cause each of its Subsidiaries the Company Entities to, afford to ParentParent and its officers, Merger Sub employees, accountants, counsel, financial advisors and their respective representatives other Representatives, full access at all reasonable access during normal business hours times on reasonable notice during the period from between the date of this Agreement until and the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, in accordance with Section 8.1 to all their respective properties, assets, books, contracts, commitments, personnel and records records, including for the purpose of conducting Phase I environmental site assessments (provided, that such access shall not unreasonably interfere with the business or operations of the Company) and, during such period, the Company shall, and shall cause each of its Subsidiaries the Company Entities to, furnish promptly to Parent: Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws, (ii) a copy of all Owned Real Property Materials and (iiiii) all other information concerning its business, properties properties, litigation matters, personnel and personnel environmental compliance and property condition as Parent or Merger Sub may reasonably request (request, including Tax Returns filed bi-weekly sales reports, bi-weekly headcount reports, bi-weekly cash reports, bi-weekly accounts receivable reports and those in preparation bi-weekly reports on the average selling price of all services and products of the Company and the workpapers of its auditors). Nothing herein (includingCompany Entities; provided, for the avoidance of doubt, that nothing in this Section 5.2(a) and Section 5.2(b)) 6.2 shall require the Company to provide any access, or to disclose any information, if permitting such access or disclosing such information would (x) violate applicable Law, (y) violate any of its Subsidiaries obligations with respect to provide confidentiality (provided, that the Company shall, upon the request of Parent, use its reasonable best efforts to obtain the required consent of any third party to such access or information disclosure), or (z) result in the loss of attorney-client privilege (provided, that the Company shall use its reasonable best efforts to the extent allow for such access or disclosure in a manner that such action (A) would reasonably be expected to does not result in a waiver loss of attorney-client privilege). In addition, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) its officers and employees shall reasonably cooperate with Parent in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable Parent’s efforts to obtain comply with the consent of such third party to provide such information rules and otherwise provide such access to Parentregulations affecting public companies, if requested and (b) generally describe including the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)Xxxxxxxx-Xxxxx Act. No investigation review pursuant to this Section 5.2 6.2 shall affect or be deemed to modify any representation or warranty in this Agreement contained herein, the covenants or agreements of any party the parties hereto or any condition the conditions to the obligations of the parties heretohereto under this Agreement. All requests for access information provided pursuant to this Section 5.2 must 6.2 shall be directed subject to the Chief Financial Officer terms of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement. (b) To As soon as practicable after the extent Parent requests further information or investigation date hereof, the parties shall create a joint transition management committee (the “Transition Committee”) consisting of two Representatives from each of the basis parties hereto designated from time to time as agreed by the Chief Executive Officers of any potential violations each of LawParent and the Company. The Transition Committee shall be responsible for organizing, including Customs & Trade Lawsdeveloping, managing and Anti-Bribery Laws, implementing a transition plan for the prompt and efficient integration of the business organizations of Parent and the Company shall, and shall cause its their respective Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, subject to the Knowledge requirement that control of the management, properties and assets of Parent and the Company, threatened against as set forth in this Agreement, shall at all times prior to the Company, any of its Subsidiaries or any Effective Time remain under the control of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent boards of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed ordirectors.

Access to Information; Confidentiality. (a) Upon From the date hereof until the earlier of the Expiration Date or the termination of this Agreement, upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures laws, Premier and solely for purposes of furthering the Merger Transactions, the Company shallOphthalmic shall afford each other, and shall cause each of its Subsidiaries toother's accountants, afford to Parentcounsel, Merger Sub and their respective representatives reasonable access other representatives, during normal business hours during the period from of time prior to the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIExpiration Date, reasonable access to all their respective of its properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, Premier and Ophthalmic shall furnish promptly to Parent: the other (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or and state securities Laws laws, (b) a copy of all filings made with any Governmental Entities in connection with the transactions contemplated by this Agreement and all written communications received from such Governmental Entities related thereto, and (iic) all other information concerning its business, properties properties, and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any Each party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries toadvisors and representatives to (x) conduct its investigation in such a manner that will not unreasonably interfere with the normal operations, cooperate customers or employee relations of the other and shall be in accordance with such request and make available any personnel or experts engaged procedures established by the Company parties having due regard for the foregoing, and (y) refrain from using for any purposes other than as set forth in this Agreement and shall treat as confidential all such information obtained by each hereunder or its Subsidiaries necessary in connection herewith and not otherwise known to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing them prior to the date hereof Expiration Date. Except as otherwise agreed to in writing by Ophthalmic, until the Expiration Date, Premier and (iii) consult in good faith its Subsidiaries and affiliates will be bound by, and all information received with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating Ophthalmic pursuant to this Agreement or Section 6.3 shall be subject to that certain confidentiality agreement entered into with Premier on February 12, 1998 (the Merger Transactions"Ophthalmic Confidentiality Agreement"). Except as otherwise agreed to in writing by Premier, until the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigationExpiration Date, Ophthalmic will be bound by, and no such settlement all information received with respect to Premier pursuant to this Section 6.3 shall be agreed subject to without Parent’s prior written consent that certain Confidentiality Agreement entered into with Ophthalmic on February 20, 1998 (such consent not to be unreasonably withheld, delayed orthe "Premier Confidentiality Agreement").

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeFrom the date hereof to the Effective Time or the date, subject if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering notwithstanding anything to the Merger Transactionscontrary in the Confidentiality Agreement, the Company shallwill (i) provide to Parent and its officers, directors, employees, accountants, consultants, legal counsel, investment bankers, agents and shall cause each of its Subsidiaries toother representatives (collectively, afford to Parent, Merger Sub and their respective representatives “Representatives”) reasonable access during normal business hours during to the period from Company’s employees, properties, books, commitments, contracts and records and other information (including Tax Returns) as Parent may reasonably request regarding the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective propertiesbusiness, assets, booksliabilities, contracts, commitments, personnel employees and records and, during such period, other aspects of the Company shalland instruct the Company’s independent accountants to provide access to their work papers and such other information as Parent and Acquisition Sub may reasonably request, (ii) permit Parent and shall cause each of its Subsidiaries to, Acquisition Sub to make such inspections as they reasonably require and (iii) furnish promptly to Parent: (i) Parent and Acquisition Sub a copy of each report, schedule, registration statement schedule and other document filed or received by it the Company during such period pursuant to the requirements of the federal or state securities Laws that is not otherwise made publicly available on the SEC’s Electronic Data-Gathering, Analysis and (ii) all other information concerning its businessRetrieval system; provided, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includinghowever, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require that the Company or any of its Subsidiaries shall not be required to provide such access to any information or information to documents which would, in the extent that such action reasonable judgment of the Company, (A) would reasonably be expected to result in constitute a waiver of the attorney-client privilege, work product doctrine or similar privilegeother privilege held by the Company, (B) specifically relates would violate an existing confidentiality obligation to the evaluation, deliberation or minutes of the Company Board (or agreement with any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith person; or (C) would reasonably be expected to otherwise violate any applicable Law or any confidentiality obligation owing to a third party so long as Laws; provided, however, that in the case of clauses (A) and (B), the Company shall promptly notify (1) advise Parent of the nature of any such confidentiality obligations information or access restrictions and documents withheld by the Company or any of its subsidiaries; (2) use commercially its reasonable best efforts to obtain any required consents (such as the consent redaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such third party access, inspections, data or other information solely to outside counsel to avoid the loss of attorney-client privilege) as are necessary to provide such access, inspections, data or other information to Parent or Acquisition Sub in compliance with applicable Laws; and (3) otherwise provide such use its reasonable best efforts to institute appropriate substitute disclosure arrangements, to the extent practicable in the circumstances. Any investigation conducted pursuant to the access contemplated by this Section 6.3 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its subsidiaries or result in damage or destruction of any property or assets of the Company or any of its subsidiaries. Any access to Parent, if requested the Company’s properties shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. (b) generally describe the type of The information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation provided pursuant to this Section 5.2 6.3 shall affect any representation or warranty in this Agreement of any party hereto or any condition to be used solely for the obligations purpose of the Merger and the transactions contemplated hereby. The parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notcomply with, and shall cause their respective representatives not toRepresentatives to comply with, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any all of their or their Affiliates’ respective representatives in their capacity as such (a “New Litigation Claim”obligations under the Confidentiality Agreement, subject to Section 6.4(a); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or.

Access to Information; Confidentiality. (a) Upon All information furnished pursuant to this Agreement shall be subject to the Confidentiality Agreement, dated as of February 4, 2021 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Confidentiality Agreement”), between Parent and the Company. (b) On reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours and subject to and consistent with Applicable Law, during the period from the date of this Agreement until to the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIAgreement, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates manner so as to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection unreasonably interfere with the Offer, the Merger or any normal business operations of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheldParty, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company each Party shall, and shall cause its Subsidiaries to, (i) afford to the other Party and its Representatives reasonable access to its properties, assets, books, contracts, personnel and records, (ii) furnish promptly to the other Party all other documents, materials and information concerning its businesses, properties and personnel as the other Party may reasonably request and (iii) instruct its pertinent Representatives to reasonably cooperate with the other Party in its review of any such request and make available information provided or made available. No information or knowledge obtained in any personnel review or experts engaged investigation pursuant to this Section 6.05 shall affect or be deemed to modify any representation or warranty made by the Company or its Subsidiaries necessary Parent pursuant to accommodate such requestthis Agreement. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, Notwithstanding anything to the Knowledge contrary in this Section 6.05, Section 7.01 or Section 7.02, none of the Company, threatened against the CompanyParent, any of its Subsidiaries or nor any of their respective representatives Subsidiaries shall be required to provide access to, disclose information to or assist or cooperate with the other Party, in their capacity each case if such access, disclosure, assistance or cooperation (i) would constitute a waiver of or, as reasonably determined based on the advice of outside counsel, jeopardize any attorney-client, attorney-work product or other similar privilege with respect to such (a “New Litigation Claim”); information or (ii) notify would contravene any Applicable Law or Contract to which the applicable Party is a subject or bound; provided, that the Company and Parent of ongoing material developments shall, and each shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information as necessary to comply with any New Litigation Claim such Contract or to address reasonable attorney-client, work-product or other privilege concerns) and any Legal Proceeding that was existing prior to provide such information as to the date hereof and (iii) consult in good faith with Parent regarding the conduct applicable matter as can be conveyed. Each of the defense of Company and Parent may, as each reasonably deems advisable and necessary, designate any New Litigation Claim and any Legal Proceeding that was existing prior competitively sensitive material provided to the date hereofother under this Section 6.05 or Section 7.01 as “Outside Counsel Only Material”. With respect Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to any New Litigation Claim against additional confidentiality or joint defense agreement the Company Parties may mutually propose and enter into, shall not be disclosed by such outside counsel to Representatives of the recipient unless express permission is obtained in advance from the disclosing Party or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orlegal counsel.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement hereof until the earlier of the Effective Time or the valid earlier termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodin accordance with its terms, the Company shall, shall (and shall cause each of its Subsidiaries to) (a) provide Parent and their respective Representatives reasonable access at reasonable times, furnish promptly and upon reasonable notice to Parent: the Company, to the officers, employees, books and records, properties and Contracts of the Company and its Subsidiaries and (b) to the extent permitted by applicable Law, reasonably provide any financial and operating data, customer billing and other data files for the purpose of system integration and testing as well as compensation and payroll data files for the purpose of payroll system integration and testing with respect to employees of the Company and its Subsidiaries, and other information regarding the assets, properties or business of the Company and its Subsidiaries as Parent may from time to time reasonably request; provided, that (i) a copy such access or information requests do not unreasonably interfere with the operation of each reportthe Company’s and its Subsidiaries’ business and shall be subject to their respective reasonable security measures and insurance requirements, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all Parent and its Representatives shall not contact or otherwise communicate with the customers or suppliers of the Company and its Subsidiaries (other information concerning than contact or other communications with such customers or suppliers by Parent in the ordinary course of business and not related to the transactions contemplated by this Agreement) unless, in each instance, approved in writing in advance by the Company, (iii) such access shall not require the Company or its business, properties Subsidiaries to allow any environmental testing or sampling and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing iv) nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to furnish to Parent or its Representatives, or provide such Parent or its Representatives with access or to, information to the extent that such action legal counsel for the Company (or the Special Committee) reasonably determines that doing so would (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilegeviolate Antitrust Laws, (B) specifically relates to result in the evaluation, deliberation loss of an attorney-client or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith other legal privilege or (C) would reasonably be expected to violate the terms of any applicable Law or any confidentiality obligation owing to a third party so long as Contract. In the event that the Company does not provide access or information in reliance on the preceding subclause (iv), it shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such the applicable third party that is required in order to provide such disclose the applicable information and otherwise provide such access to Parent, if requested and (b) generally describe communicate the type of applicable information that cannot be disclosed to Parent (in a way that would not violate the applicable Antitrust Law or obligation or waive such a privilege. Parent acknowledges that the information and access provided pursuant to this Section 5.03 shall be subject to the extent not prohibited terms and conditions of the Confidentiality and Non-Disclosure Agreement dated as of July 13, 2015 by law or the underlying documentCompany and Parent (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms and shall survive any termination of this Agreement. No investigation pursuant to this Section 5.2 shall affect 5.03 or information provided or received by any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access Party pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or Agreement will affect any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned representations or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative warranties of the Company participatingParties contained in this Agreement. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during During the period from the date of this Agreement until to and including the earlier Merger Effective Time, each of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Parties shall, and shall cause each of their respective subsidiaries to, afford to the other Parties and to their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, Contracts, personnel and records that the other Party may reasonably request and, during such period, each of the Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Subsidiaries Representatives to, furnish reasonably promptly to Parent: the other Parties (i) any information concerning such Party or its respective subsidiaries (including with respect to any pending or threatened Action) as the other Party may reasonably request and (ii) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and (ii) all telephone conferences with the other information concerning its business, properties Parties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information their Representatives prior to the extent that such action (A) would reasonably be expected to result in a waiver mailing of attorney-client privilegethe Proxy Statement, work product doctrine or similar privilege, (B) specifically relates prior to the evaluationStockholders Meeting, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactionsrespectively, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would at such other times as may be reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)requested. No investigation pursuant to under this Section 5.2 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All Notwithstanding the foregoing, none of the Parties shall be required by this Section 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business in accordance with this Agreement (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any Law applicable to such Party or any of its Representatives (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (D) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Parties and any of their respective subsidiaries that may result from the requests for access pursuant to this Section 5.2 must be directed access, data and information hereunder. Prior to the Chief Financial Officer of Merger Effective Time, the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Parties shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection otherwise communicate with the Offer, the Merger or parties with which any of the other Merger Transactions Parties or any other of their respective subsidiaries has a business relationship regarding the business of the other Parties and their respective subsidiaries or this Agreement and the transactions contemplated by this Agreement without the Company’s prior written consent of such other Party (such consent not to be unreasonably withheldprovided, conditioned or delayed)that, and Parent and Merger Sub acknowledge and agree that any such contact for the avoidance of doubt, nothing in this Section 7.2(a) shall be arranged by and with a representative deemed to restrict the Parties from contacting such parties in pursuing the business of the Company participatingParties operating in the ordinary course). (b) To Each Party will hold, and will cause its respective Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.2, in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis of any potential violations of LawConfidentiality Agreement, including Customs & Trade Laws, which shall remain in full force and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, effect pursuant to the Knowledge terms thereof notwithstanding the execution and delivery of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed ortermination thereof.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the Interim Period, subject to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering the Merger Transactionscontracts, the Company each Party shall, and shall cause each of its Subsidiaries to, afford to (i) furnish the Company or Parent, Merger Sub as applicable, with such financial and their respective representatives operating data and other information with respect to the business, properties, offices, books, contracts, records and personnel of the Company and the Company Subsidiaries or Parent and the Parent Subsidiaries, as applicable, as the Company or Parent, as applicable, may from time to time reasonably request, and (ii) with respect to the Company and the Company Subsidiaries, facilitate reasonable access for Parent and its authorized Representatives during normal business hours hours, and upon reasonable advance notice, to all facilities and Company Properties, in the case of each of clauses (i) and (ii), for the purpose of transition and integration planning and reviewing the performance and operations of the Company and the Company Subsidiaries or Parent and the Parent Subsidiaries, as applicable, during the period from Interim Period (and not for the purpose of any actual or potential adverse Action or dispute between the Parties or their Affiliates); provided, however, that no investigation pursuant to this Section 7.6 shall affect or be deemed to modify any of the representations or warranties made by the Company Parties or the Parent Parties, as applicable, hereto and all such access shall be coordinated through the Company or Parent, as applicable, or its respective designated Representatives, in accordance with such reasonable procedures as they may establish. Notwithstanding the foregoing, neither the Company nor Parent shall be required by this Section 7.6 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement until or entered into after the earlier of the Effective Time or the valid termination date of this Agreement in the ordinary course of business consistent with past practice (if the Company or Parent, as applicable, has used commercially reasonable efforts to obtain permission or consent of such Third Party to such disclosure), (B) the disclosure of which would violate any Law or legal duty of the Party or any of its Representatives (provided, however, that the Company or Parent, as applicable, shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law or legal duty), (C) that is subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of a loss of privilege to the disclosing Party (provided, however, that the Company or Parent, as applicable, shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not result in a loss of such attorney-client, attorney work product or other legal privilege) or (D) if it reasonably determines that such access is reasonably likely to materially disrupt, impair or interfere with its, or its Subsidiaries’, business or operations; provided, however, that the Parties will work in good faith to determine a means to provide access that will not materially disrupt, impair or interfere with such business or operations. Notwithstanding the foregoing, access pursuant to Article VII, this Section 7.6 shall not include the right to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, perform environmental testing or sampling of any kind (including any invasive environmental testing). Each of the Company shalland Parent will use its commercially reasonable efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. Prior to the Company Merger Effective Time, each of the Company Parties and each of the Parent Parties shall not, and shall cause each of its Subsidiaries direct their respective Representatives and Affiliates not to, furnish promptly to Parent: contact or otherwise communicate (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, other than any public communications otherwise permitted by this Section 5.2(aAgreement) with parties with which such Party knows the other Party has a business relationship regarding the business of such other Party or this Agreement and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to transactions contemplated hereby without the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the prior written consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent Party (such consent not to be unreasonably withheld, conditioned conditioned, or delayed); provided, however, that, notwithstanding the foregoing or anything else in this Agreement or in the Confidentiality Agreement to the contrary, a Party and Parent its respective Representatives and Merger Sub acknowledge and agree that Affiliates may contact or otherwise communicate with such parties without any such contact shall be arranged by and with a representative consent of the Company participatingother Party in pursuing its own business activities (operating in the ordinary course). (b) To Prior to the Company Merger Effective Time, each of the Company and Parent shall hold, and will cause its respective Representatives and Affiliates to hold any nonpublic information exchanged pursuant to this Section 7.6 in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis of any potential violations of LawConfidentiality Agreement, including Customs & Trade Laws, which shall remain in full force and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, effect pursuant to the Knowledge terms thereof notwithstanding the execution and delivery of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed ortermination thereof.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodTime, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein SPAC shall (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not subsidiaries (if any) to) (i) provide to the other party (and the other party’s officers, contact any partnerdirectors, licensoremployees, licenseeaccountants, customer consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries (if any) and to the books and records thereof and (ii) furnish promptly to the other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries (if any) as the other party or supplier of its Representatives may reasonably request. Notwithstanding the foregoing, neither the Company nor the SPAC shall be required to provide access to or disclose information where the access or disclosure would (i) jeopardize the protection of attorney-client privilege or contravene Law (including COVID-19 Measures) or (ii) require providing access that such party reasonably determines, in connection with light of COVID-19 or COVID-19 Measures, would jeopardize the Offer, health and safety of any employee of such party (it being agreed that the Merger or any of the other Merger Transactions without the Company’s prior written consent (parties shall use their commercially reasonable efforts to cause such consent not information to be unreasonably withheld, conditioned provided in a manner that would not result in such jeopardy or delayedcontravention), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further All information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged obtained by the Company or its Subsidiaries necessary parties pursuant to accommodate such requestthis Section 7.04 shall be kept confidential in accordance with the confidentiality agreement, dated as of July 22, 2022 (the “Confidentiality Agreement”), between the SPAC and the Company. (c) The Company shall Notwithstanding anything in this Agreement to the contrary, each party (iand its Representatives) notify Parent in writing as promptly as reasonably practicable after learning may consult any tax advisor regarding the tax treatment and tax structure of the Transactions and may disclose to any other person, without limitation of any Legal Proceeding by any Person initiated against kind, the Company or any of its Subsidiaries or, to the Knowledge tax treatment and tax structure of the Company, threatened against the Company, any of its Subsidiaries Transactions and all materials (including opinions or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (iiother tax analyses) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers are provided relating to this Agreement such treatment or structure, in each case in accordance with the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result each of COVID-19 or any COVID-19 Measures DENTSPLY and solely for purposes of furthering the Merger Transactions, the Company shall, Sirona shall (and shall cause each of its their respective Subsidiaries and Representatives to, ) afford to Parent, Merger Sub the other party and their respective representatives its Representatives reasonable access during normal business hours hours, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitments, personnel Contracts and records and its officers, employees and Representatives and, during such period, the Company shall, each of DENTSPLY and Sirona shall (and shall cause each of its Subsidiaries and Representatives to, ) furnish promptly to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed filed, published, announced or received by it during such period pursuant to the requirements of federal or state applicable securities Laws (other than reports or documents which such party is not permitted to disclose under applicable Law) and (ii) consistent with its obligations under applicable Law, all other information concerning its business, properties and personnel as Parent or Merger Sub the other party may reasonably request (including Tax Returns filed and those in preparation and the workpapers request; provided, however, none of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company DENTSPLY or Sirona or any of its their respective Subsidiaries or Representatives shall be required to provide access to or disclose information where such information or access or information to would, in the extent that reasonable judgment of such action party, (Ax) would reasonably be expected to result in breach any agreement with any third party, (y) constitute a waiver of the attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith other privilege held by such party or (Cz) would reasonably be expected to otherwise violate any applicable Law or Law. In the event any confidentiality obligation owing to a third of the restrictions in clauses (x) through (z) of the foregoing sentence shall apply, the parties shall advise the other party so long as of the Company shall promptly notify Parent subject matter of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed and shall use their reasonable best efforts to Parent (make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the extent not prohibited by law or the underlying document)confidentiality of sensitive material and to ensure compliance with applicable Laws. No investigation Any such information provided pursuant to this Section 5.2 5.5 shall affect any representation or warranty be held in this Agreement of any party hereto or any condition confidence to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notextent required by, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offeraccordance with, the Merger or any provisions of that certain Confidentiality Agreement, dated June 10, 2015 (the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed“Confidentiality Agreement”), between DENTSPLY and Parent Sirona, which Confidentiality Agreement shall remain in full force and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingeffect. (b) To the extent Parent requests further information or No investigation by any of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel parties or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company Representatives or its directors information provided, made available or officers relating delivered pursuant to this Agreement shall affect the representations, warranties, covenants or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement agreements of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orother party set forth herein.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, shall (and shall cause each of its Subsidiaries to, ) afford to Parent and its Representatives reasonable access, at Parent’s sole cost and expense, Merger Sub in a manner not disruptive in any material respect to the operations of the business of the Company and their respective representatives reasonable access its Subsidiaries, during normal business hours during and upon reasonable advance notice throughout the period from commencing on the date of this Agreement until the earlier of the Effective Time or and the valid termination of this Agreement pursuant to in accordance with the terms of Article VIIVIII, to all their respective the properties, assetsmanagement personnel, booksContracts, contracts, commitments, personnel books and records of the Company and its Subsidiaries and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to, ) furnish promptly to Parent: such Representatives all information (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (iiextent not publicly available) all other information concerning its the business, properties and personnel of the Company and its Subsidiaries as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing be requested; provided, however, that nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or disclose any information to Parent or Acquisition Sub if such disclosure would, in the extent that such action reasonable judgment of the Company, (Aa) would reasonably be expected violate applicable Law or the provisions of any Contract to result in which the Company or any of its Subsidiaries is a waiver of party or (b) jeopardize any attorney-client privilegeor other legal privilege (provided, work product doctrine or similar privilegein each case, (B) specifically relates to the evaluation, deliberation or minutes of that the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or shall give Parent notice of any information or materials provided so withheld and the parties shall cooperate in seeking to the Company Board (or any committee or subcommittee thereof) allow disclosure of such information in connection therewith or (C) would a manner that is not reasonably be expected likely to cause significant competitive harm, violate any applicable Law or Contract or cause any confidentiality obligation owing waiver of privilege); provided, further, that nothing herein shall authorize Parent or its Representatives to a third party so long as the Company shall promptly notify Parent undertake any environmental testing involving sampling of soil, groundwater, air or other environmental medium or similar invasive techniques at any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of properties owned, operated or leased by the Company or another person designated in writing by the Companyits Subsidiaries. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger shall not be required to provide access or make any of the other Merger Transactions without the Company’s prior written consent (such consent not disclosure to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To pursuant to this Section 6.4 to the extent Parent requests further that such access or information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary is reasonably pertinent to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against a litigation where the Company or any of its Subsidiaries orAffiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties. No investigation or access permitted pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Parent agrees that it will not, and will cause its Representatives and Affiliates (including Acquisition Sub) not to, use any information obtained pursuant to this Section 6.4 for any competitive or other purpose unrelated to the Knowledge of transactions contemplated by this Agreement. The Confidentiality Agreement shall apply with respect to information furnished by the Company, threatened against its Subsidiaries and the Company’s officers, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim employees and any Legal Proceeding that was existing other Representatives hereunder and, if this Agreement is terminated prior to the date hereof Effective Time, the Confidentiality Agreement shall remain in full force and (iii) consult effect in good faith accordance with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing its terms prior to giving effect to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to execution of this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orAgreement.

Access to Information; Confidentiality. (a) Upon All information furnished pursuant to this Agreement shall be subject to the Amended and Restated Confidentiality Agreement, dated as of October 4, 2020 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Confidentiality Agreement”), between Parent and the Company. On reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until to the earlier of the First Effective Time or the valid termination of this Agreement pursuant to Article VIIAgreement, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company solely in connection with the Offer, the Merger or any of Mergers and the other Merger Transactions without the Company’s prior written consent transactions contemplated hereby or integration planning relating thereto, (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (bi) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request afford to Parent and its Representatives reasonable access to its properties, books, contracts and records and (ii) the Company shall, and shall cause its respective Subsidiaries to, make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall Parent all other information not made available pursuant to clause (i) notify Parent of this Section 8.01(a) concerning its businesses, properties and personnel, in writing the case of each of clause (i) and (ii), as promptly the other party reasonably requests and in a manner so as reasonably practicable after learning to not unreasonably interfere with the normal business operations of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries orSubsidiaries. During such period described in the immediately preceding sentence, on reasonable notice and subject to Applicable Law and during normal business hours, the Company shall instruct its pertinent Representatives to reasonably cooperate with Parent in its review of any such information provided or made available pursuant to the Knowledge immediately preceding sentence. No information or knowledge obtained in any review or investigation pursuant to this Section 8.01 shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) To the extent reasonably necessary for the Company to confirm the accuracy of the representations of Parent, Bidco and each Merger Sub set forth in Article V and the satisfaction of the conditions precedent set forth in Section 9.03(a) and Section 9.03(b), Parent shall, and shall cause its Subsidiaries to, afford to the Company and its Representatives reasonable access to its books, contracts and records and such other information as the Company may reasonably request, during normal business hours during the period from the date of this Agreement to the earlier of the First Effective Time or the termination of this Agreement, in a manner so as to not unreasonably interfere with the normal business operations of Parent or any of its Subsidiaries. (c) Anything to the contrary in this Section 8.01, Section 8.02 or Section 8.03 notwithstanding, none of the Company, threatened against the CompanyParent, any of its Subsidiaries or nor any of their respective representatives Subsidiaries shall be required to provide access to, disclose information to or assist or cooperate with the other party, in their capacity each case if such access, disclosure, assistance or cooperation (i) would, as reasonably determined based on the advice of outside counsel, jeopardize any attorney-client, attorney-work product or other similar privilege with respect to such (a “New Litigation Claim”); information, (ii) notify Parent of ongoing material developments in would contravene any New Litigation Claim and any Legal Proceeding that was existing prior Applicable Law or Contract to which the date hereof and applicable party is a subject or bound, (iii) consult would result in good faith with Parent regarding the conduct of the defense disclosure of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against valuations of the Company or its directors or officers relating to Parent in connection with the transactions contemplated by this Agreement or the Merger Transactionsany other sale process, the Company shall consult with Parent and give Parent the opportunity to participate (iv) would result in the defense and settlement disclosure of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed information in connection with any litigation or similar dispute between the parties hereto or

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeFrom the date of this Agreement to the Effective Time or the earlier termination date of this Agreement, subject if any, pursuant to Section 8.1, to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering the Merger Transactionscontracts, the Company shallwill provide to Parent and its directors, officers, employees, consultants, advisors (including, without limitation, attorneys, accountants, consultants, investment bankers, and shall cause each of its Subsidiaries tofinancial advisors), afford to Parentagents and other representatives (collectively, Merger Sub and their respective representatives “Representatives”) reasonable access during normal business hours during to the period from Company’s and its subsidiaries’ properties, books, contracts and records (including Tax records and Tax Returns) and other information as Parent or its financing sources may reasonably request regarding the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective propertiesbusiness, assets, booksliabilities, contracts, commitments, personnel employees and records and, during such period, other aspects of the Company shalland its subsidiaries (but not including access to perform physical or environmental examinations or to test or take samples, and borings or other intrusive investigations of the soil, surface or ground water, air, buildings or infrastructure, or products); provided, however, that the Company shall cause each not be required to provide access to any information or documents which would, in the reasonable judgment of its Subsidiaries tothe Company, furnish promptly to Parent: (i) a copy of each reportbreach any agreement with any Third Party, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all constitute a waiver of the attorney-client or other information concerning its businessprivilege held by the Company, properties (iii) otherwise violate any applicable Laws or (iv) interfere unreasonably with the business and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers operations of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any its subsidiaries or could otherwise result in significant interference with the prompt and timely discharge by employees of the Company or its Subsidiaries subsidiaries of their duties (it being agreed that the Company shall give notice to provide Parent of the fact that it is withholding such access information or documents pursuant to clauses (i) through (iv) above and thereafter the Company and Parent shall reasonably cooperate to cause such information to the extent be provided in a manner that such action (A) would not reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine waive the applicable privilege or similar privilege, (B) specifically relates to protection or violate the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and restriction). (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 The parties shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notcomply with, and shall cause their respective representatives not toRepresentatives to comply with, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any all of their respective representatives obligations under the Confidentiality Agreement, which shall remain in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim full force and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed oreffect.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and Each party shall cause each of its Subsidiaries to, afford to Parentthe other party and its accountants, Merger Sub counsel, financial advisors and their respective other representatives reasonable (the "Representatives") full access during normal business hours during throughout the period from prior to the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, Closing Date to all their respective of its (and its Subsidiaries') properties, assets, books, contracts, commitments, personnel commitments and records (including without limitation Tax Returns) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: upon request (i) a copy of each report, schedule, registration statement schedule and other document filed or received by it during such period any party pursuant to the requirements of federal any Applicable Law (including without limitation the FCA) or state securities Laws and filed by it with any Authority in connection with the Merger or any other report, schedule or documents which may have a material effect on the businesses, operations, properties, prospects, personnel, condition, (financial or other), or results of operations of their respective businesses, (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation provided for pursuant to this Section 5.2 shall affect any representation the preceding clause, all financial records, ledgers, work papers and other sources of financial information possessed or warranty controlled by it or its accountants deemed by each party or its Representatives necessary or useful for the purpose of performing an audit of the business and assets of Gearon and ATS, as applicable, and, in this Agreement the case of any party hereto or any condition ATS, certifying financial statements and financial information pursuant to the obligations provisions of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed8.2(g), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct such other information concerning any of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior foregoing as ATS or Gearon shall reasonably request. All Confidential Information furnished pursuant to the date hereof. With respect to any New Litigation Claim against provisions of this Agreement, including without limitation this Section, will be kept confidential and shall not, without the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent of the party disclosing such Confidential Information, be disclosed by the other party in any manner whatsoever, in whole or in part, and, except as required by Applicable Law (such consent not to be unreasonably withheld, delayed orincluding without limitation in connection with any registration,

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject From the date of this Agreement to applicable logistical restrictions or limitations as a result the earlier of COVID-19 or any COVID-19 Measures the Effective Time and solely for purposes the termination of furthering the Merger Transactionsthis Agreement in accordance with Article 7, the Company shall, and shall cause each of its Subsidiaries to, afford : (i) use commercially reasonable efforts to Parent, provide to Parent and Merger Sub and their respective representatives Representatives reasonable access during normal business hours during in such a manner as not to interfere unreasonably with the period from business conducted by the date Company or any of this Agreement until its Subsidiaries, upon reasonable advance prior notice to the earlier Company, to the officers, employees, properties, offices and other facilities of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel Company and records and, during such period, the Company shall, and shall cause each of its Subsidiaries toand to the books and records, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement work papers and other document filed or received by it during such period pursuant documents (including existing financial and operating data relating to the requirements of federal or state securities Laws Company and its Subsidiaries) thereof; (ii) all other information concerning its business, properties allow Parent and personnel as Parent or Merger Sub may reasonably request to perform or cause to be performed a non-invasive Phase I environmental site assessment and limited compliance review with respect to the assets and operations of the Company (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingwhich, for the avoidance of doubt, this Section 5.2(ashall not include any sampling or testing of any environmental media); and (iii) use commercially reasonable efforts to furnish as promptly as reasonably practicable such information that Parent and Section 5.2(b)its Representatives may reasonably request in writing, including copies of such information; provided that any such access shall be conducted at Parent’s sole expense and the Company shall not be required to (or to cause any of its Subsidiaries to) shall require afford such access or furnish such information to the extent that the Company determines in good faith, after consulting with legal counsel, that doing so would be reasonably likely to: (A) result in the loss of attorney-client privilege, (B) breach, contravene or violate any Contract entered into prior to, and as in effect on, the date hereof to which the Company or any of its Subsidiaries is a party or under which the Company or any of its Subsidiaries has obligations to provide such access a third party, (C) breach, contravene or information to the extent that such action violate any applicable Law or Order or (AD) would reasonably be expected to result in a waiver the disclosure of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee resolutions or subcommittee thereof) minutes of the Company Board, in each case, that were provided to the Company Board in connection therewith with its consideration of the Merger, a potential change of control of the Company or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the sale process; provided, the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use its commercially reasonable efforts to obtain allow for substitute access or disclosure in a manner that does not result in a loss of attorney-client privilege or breach, contravene or violate such Contract or applicable Law or Order, as applicable. In furtherance and not in limitation of the consent of such third party foregoing, the Company agrees to provide such updates to Parent with respect to certain matters referenced on, and in the manner set forth in, Section 5.2(a) of the Company Disclosure Schedule. Notwithstanding anything contained in this Agreement to the contrary, neither the Company nor any of its Subsidiaries shall be required to provide any access or furnish any information and otherwise provide pursuant to this Section 5.2 to the extent such access or information is reasonably pertinent to Parenta Proceeding related to or arising from this Agreement or where the Company or any of its affiliates, if requested on the one hand, and (b) generally describe Parent or any of its affiliates, on the type other hand, are adverse parties or where the Company determines in good faith, after consultation with legal counsel, that they are reasonably likely to become adverse parties. The Company may, as it deems advisable and necessary in good faith, after consultation with legal counsel, reasonably designate any competitively sensitive material or any material subject to a pending Proceeding to be provided to Parent and Merger Sub under this Section 5.2 as “Outside Counsel Only Material.” Such materials and information contained therein shall be given only to the outside legal counsel of information that canthe recipient and will not be disclosed by such outside legal counsel to Parent employees (to including in-house legal counsel), officers, directors or other independent contractors (including accountants and expert witnesses) of the extent not prohibited by law recipient unless prior written consent is obtained in advance from the source of the materials or the underlying document)its legal counsel. No information or knowledge obtained by Parent in any investigation pursuant to this Section 5.2 shall will affect or be deemed to modify any representation representation, warranty, covenant, condition or warranty in obligation under this Agreement of or in any party hereto certificate delivered in accordance herewith, or any condition operate as a non-compete obligation against Parent and its Subsidiaries. (b) The Confidentiality Agreement, dated November 21, 2023 by and between the Company and Parent (as amended, supplemented or otherwise modified from time to time, the obligations of the parties hereto. All requests for access pursuant “Confidentiality Agreement”), shall apply with respect to information furnished under this Section 5.2 must be directed by the Company and its Subsidiaries and their Representatives. Prior to the Chief Financial Officer Closing, each of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives Representatives not to, contact any partneror otherwise communicate with the employees (other than certain members of the Company’s senior leadership team identified in advance by the Company), licensorcustomers, licenseesuppliers, customer or supplier distributors of the Company in connection with and its Subsidiaries, or, except as required pursuant to Section 5.5, any Governmental Entity, regarding the Offer, the Merger or any business of the other Merger Company, this Agreement or the Transactions without the Company’s prior written consent (such of the Company, which consent shall not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result Each of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company and Purchasers shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during throughout the period from the date of this Agreement until hereof to the Closing Date (or earlier of termination hereof), (i) provide the Effective Time or the valid termination of this Agreement pursuant to Article VIIother party and its Representatives with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of the Company or Purchasers, as the case may be, and its Subsidiaries and their respective assets, properties, assetsbooks and records, books, contracts, commitments, personnel but only to the extent that such access does not unreasonably interfere with the business and records and, during such period, operations of the Company shallor Purchasers, as the case may be, and shall cause each of its Subsidiaries toSubsidiaries, and (ii) furnish promptly to Parent: such persons (ix) a copy of each report, schedulestatement, registration statement schedule and other document filed or received by it during such period the Company or Purchasers, as the case may be, or any of its Subsidiaries pursuant to the requirements of federal or state securities Laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (iiy) all other information and data concerning its business, properties the business and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers operations of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or Purchasers, as the case may be, and its Subsidiaries as the other party or any of its Subsidiaries to provide such access or information to the extent that such action (A) would other persons reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)may request. No investigation pursuant to this Section 5.2 paragraph or otherwise shall affect any representation or warranty contained in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To Each party hereto will hold, and will use its best efforts to cause its Affiliates, and in the extent Parent requests further information case of Purchasers, any Person who has provided, or investigation who is considering providing, financing to the Company to finance all or any portion of the basis of any potential violations of Law, including Customs & Trade LawsAcquisition, and Anti-Bribery Lawstheir respective Representatives to hold, the Company shallin strict confidence from any Person (other than any such Affiliate, and shall cause its Subsidiaries toPerson who has provided, cooperate with such request and make available any personnel or experts engaged by the Company who is considering providing, financing or its Subsidiaries necessary to accommodate such request. (c) The Company shall Representative), unless (i) notify Parent compelled to disclose by judicial or administrative process (including without limitation in writing as promptly as reasonably practicable after learning connection with obtaining the necessary approvals of any Legal this Agreement and the transactions contemplated hereby of Governmental or Regulatory Authorities) or by other requirements of Law or (ii) disclosed in an Action or Proceeding brought by any Person initiated against a party hereto in pursuit of its rights or in the Company exercise of its remedies hereunder, all documents and information concerning the other party or any of its Subsidiaries or, Affiliates furnished to it by the Knowledge of the Company, threatened against the Company, any of its Subsidiaries other party or any of their respective representatives such other party's Representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith connection with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactionstransactions contemplated hereby, except to the extent that such documents or information can be shown to have been (a) previously known by the party receiving such documents or information, (b) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of such receiving party or (c) later acquired by the receiving party from another source if the receiving party is not aware that such source is under an obligation to another party hereto to keep such documents and information confidential; provided that following the Closing the foregoing restrictions will not apply to Purchasers' use of documents and information concerning the Company shall consult with Parent and give Parent the opportunity to participate in Subsidiaries furnished by the defense and settlement Company hereunder. In the event the transactions contemplated hereby are not consummated, upon the request of any such litigationthe other party, each party hereto will, and will cause its Affiliates, any Person who has provided, or who is considering providing, financing to such party and their respective Representatives to, promptly (and in no event later than five (5) Business Days after such settlement shall be agreed to without Parent’s prior written consent (such consent not request) redeliver or cause to be unreasonably withheldredelivered all copies of documents and information furnished by the other party in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, delayed ormemoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the party furnished such documents and information or its Representatives.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to To the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub to Parent’s officers and other Representatives, and to any underwriters and their respective representatives Representatives, reasonable access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours and upon reasonable prior notice to the Company during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assetsits and its Subsidiaries’ properties (other than access to perform any onsite procedure with respect to such property), books, contractsContracts, commitments, personnel and records as Parent may from time to time reasonably request, and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish provide promptly to Parent: (i) Parent a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws; provided, however, that the Company shall not be required to provide access to or provide any information or documents which would, in the reasonable and good faith judgment of the Company, (i) unreasonably disrupt or interfere with the operations of the Company or any of its Subsidiaries; (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers breach any agreement of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries with any third-party, (iii) constitute a waiver of the attorney-client or other privilege or trade secret protection held by the Company or any of its Subsidiaries, (iv) otherwise violate any applicable Laws or (v) that would result in a competitor of the Company or any of its Subsidiaries receiving information that is competitively sensitive; provided, further, that the Company shall promptly notify Parent in writing of any such determination pursuant to the immediately preceding proviso and discuss in good faith the basis of such determination; provided, further, that the Company shall consider in good faith (and shall provide such access or the information requested to the extent pursuant to) any reasonably effective protective measures proposed by Parent (such as a joint defense agreement) to address such concerns. Notwithstanding the foregoing, no person directly responsible for the marketing, pricing or sales of (1) any product, service or technology offered for sale, license or distribution by the Company that is primarily used for the same purpose as any product, service or technology offered for sale, license or distribution by Parent or Merger Sub, or (2) any product, service or technology offered for sale, license or distribution by Parent or Merger Sub that is primarily used for the same purpose as any product, service or technology offered for sale, license or distribution by the Company, shall have access to any information concerning the current or future prices for, information or projections relating to future prices of, or contract offers related to such action (A) would reasonably be expected products. If any of the information or material provided pursuant to result in a waiver of this Section 6.02 includes materials or information subject to the attorney-client privilege, work product doctrine or similar any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, (B) specifically relates to the evaluation, deliberation work product doctrine or minutes of other applicable privilege. All such information provided by the Company Board (that is entitled to protection under the attorney-client privilege, work product doctrine or any committee or subcommittee thereof) related other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and joint defense doctrine. (b) generally describe Parent shall hold, and shall cause its Representatives (as defined in the type Confidentiality Agreement), underwriters and their Representatives to hold, all information received from the Company or any of information that cannot its Representatives, directly or indirectly, in confidence in accordance with, and shall otherwise abide by and be disclosed to subject to, the terms and conditions of the Confidentiality Agreement dated as of September 25, 2006 between Parent and the Company (to as amended by the extent not prohibited by law or letter agreement, dated November 16, 2007, the underlying document“Confidentiality Agreement”). The Confidentiality Agreement shall survive any termination of this Agreement. No investigation pursuant to this Section 5.2 shall affect any representation 6.02 or warranty in this Agreement of information provided or received by any party hereto pursuant to this Agreement will affect any of the representations, warranties, conditions or any condition to the obligations rights of the parties hereto. All requests for access pursuant to hereto contained in this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingAgreement. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject From the date of this Agreement to applicable logistical restrictions or limitations as a result the earlier of COVID-19 or any COVID-19 Measures the Effective Time and solely for purposes the termination of furthering the Merger Transactionsthis Agreement in accordance with Article 7, the Company shall, and shall cause each of its the Company Subsidiaries to, afford to Parent, (i) provide to Parent and Merger Sub and their respective representatives Representatives reasonable access access, during normal business hours during in such a manner as not to interfere unreasonably with the period from operation of any business conducted by the date of this Agreement until Company and the earlier Company Subsidiaries, and upon reasonable prior written notice to the Company, to the officers, employees, properties, Company Permits, offices and other facilities of the Effective Time or Company and the valid termination of this Agreement pursuant Company Subsidiaries and to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel the books and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws thereof and (ii) all other use commercially reasonable efforts to furnish to Parent and Merger Sub and their respective Representatives, during normal business hours upon prior reasonable notice such information concerning its the business, properties properties, Contracts, Company Permits, personnel, assets and personnel liabilities of the Company and the Company Subsidiaries as Parent or Merger Sub Parent’s Representatives may reasonably request request; provided that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes, in its reasonable good faith judgment, that doing so would (A) result in the loss of attorney-client, work product or other privilege, (B) result in the disclosure of any trade secrets of Third Parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any Third Party, or otherwise breach, contravene or violate any such effective Contract to which the Company or any Company Subsidiary is a party or (C) breach, contravene or violate any applicable Law (including Tax Returns filed and those Competition Laws); provided, that the Company shall use its reasonable best efforts to cause such information to be provided in preparation and a manner that would not violate the workpapers foregoing. Any access to the properties of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information shall be subject to the extent that such action (A) would reasonably be expected to result Company’s reasonable security measures and insurance requirements. Nothing in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition be construed to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals or opinions. (b) Each of Parent and Merger Sub hereby agrees that all information provided to it or any of their respective representatives Representatives in their capacity connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be “Evaluation Material,” as such term is used in, and shall be treated in accordance with, the confidentiality agreement, dated as of July 31, 2019, between the Company and Parent (a the “New Litigation ClaimConfidentiality Agreement”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering Section 6.4(b), upon reasonable notice during the Merger TransactionsPre-Closing Period, the Company shall, and Group Members shall cause each of its Subsidiaries to, afford to Parent, Merger Sub the Commitment Parties and their respective representatives Representatives upon request reasonable access access, during normal business hours during and without unreasonable disruption or interference with the period from the date of this Agreement until the earlier business or operations of the Effective Time Company Group Members or the valid termination any of this Agreement pursuant to Article VIItheir subsidiaries, to all their respective the Company Group Members’ employees, properties, books, assets, books, contracts, commitments, personnel Contracts and records and, during such periodthe Pre-Closing Period, the Company shall, and Group Members shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) parties all other reasonable information concerning its the Company Group Members’ business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and be requested by any such party; provided that the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company, would cause any of the Company Group Members or any of their subsidiaries to violate any of their respective obligations with respect to confidentiality to a third-party if the Company shall have used its Subsidiaries commercially reasonable efforts to provide obtain, but failed to obtain, the consent of such access third-party to such inspection or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilegedisclosure, (Bii) specifically relates to the evaluation, deliberation or minutes disclose any legally privileged information of any of the Company Board (Group Members or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith of their subsidiaries or (Ciii) would reasonably be expected to violate any applicable Law Laws or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties heretoOrders. All requests for information and access pursuant to made in accordance with this Section 5.2 must 6.4 shall be directed to the Chief Financial Officer an executive officer of the Company or another person such Person as may be designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingexecutive officers. (b) To From and after the extent Parent requests further information or investigation date hereof until the date that is one (1) year after the expiration of the basis of any potential violations of LawPre-Closing Period, including Customs & Trade Laws, and Anti-Bribery Laws, the Company each Commitment Party shall, and shall cause its Subsidiaries Representatives to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent keep confidential and not provide or disclose to any Person any documents or information received or otherwise obtained by such Commitment Party or its Representatives pursuant to Section 6.4(a), Section 6.5 or in writing as promptly as reasonably practicable after learning connection with a request for approval pursuant to Section 6.3 (except that provision or disclosure may be made to any Affiliate or Representative of such Commitment Party who needs to know such information for purposes of this Agreement or the other Transaction Agreements and who agrees to observe the terms of this Section 6.4(b) (and such Commitment Party will remain liable for any Legal Proceeding breach of such terms by any Person initiated against such Affiliate or Representative)), and (ii) not use such documents or information for any purpose other than in connection with this Agreement or the other Transaction Agreements or the transactions contemplated hereby or thereby. Notwithstanding the foregoing, the immediately preceding sentence shall not apply in respect of documents or information that (A) is now or subsequently becomes generally available to the public through no violation of this Section 6.4(b), (B) becomes available to a Commitment Party or its Representatives on a non-confidential basis from a source other than any of the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries Group Members or any of their respective representatives Representatives, (C) becomes available to a Commitment Party or its Representatives through document production or discovery in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to connection with the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect Chapter 11 Cases or other judicial or administrative process, but subject to any New Litigation Claim against confidentiality restrictions imposed by the Chapter 11 Cases or other such process, or (D) such Commitment Party or any Representative thereof is required to disclose pursuant to judicial or administrative process or pursuant to applicable Law or applicable securities exchange rules; provided, that, such Commitment Party or such Representative shall provide the Company or its directors or officers relating to this Agreement or the Merger Transactions, with prompt written notice of such legal compulsion and cooperate with the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any obtain a protective Order or similar remedy to cause such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent information or documents not to be unreasonably withhelddisclosed, delayed orincluding interposing all available objections thereto, at the Company’s sole cost and expense; provided, further, that, in the event that such protective Order or other similar remedy is not obtained, the disclosing party shall furnish only that portion of such information or documents that is legally required to be disclosed and shall exercise its commercially reasonable efforts (at the Company’s sole cost and expense) to obtain assurance that confidential treatment will be accorded such disclosed information or documents. The provisions of this Section 6.4(b) shall not apply to any Initial Commitment Party that is or becomes a party to a confidentiality or non-disclosure agreement with the Company Group Members, for so long as such agreement remains in full force and effect (including any amendments thereto).

Access to Information; Confidentiality. (a1) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement hereof until the earlier of the Effective Time or and the valid termination of this Agreement pursuant Agreement, subject to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation Law and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent terms of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Lawsexisting Contracts, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, Company Employees, independent auditors, advisers and agents to, cooperate with afford the Parent and Purchaser and to their officers, employees, agents, representatives such request access as the Parent or Purchaser may reasonably require at all reasonable times, including for the purpose of facilitating integration business planning, to their officers, employees, agents, properties, books, records and Contracts, and shall make available any personnel to the Parent or experts engaged by Purchaser all data and information as the Company or its Subsidiaries necessary Parent and Purchaser may reasonably request (including continuing access to accommodate such request. (c) The Company shall the Data Room); provided that: (i) notify the Parent in writing as promptly as reasonably practicable after learning or Purchaser provides the Company with reasonable notice of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”request under this Section 4.6(1); (ii) notify Parent of ongoing material developments access to any materials contemplated in any New Litigation Claim and any Legal Proceeding that was existing prior to this Section 4.6(1) shall be provided during the date hereof Company’s normal business hours only; and (iii) consult in good faith the Company’s compliance with Parent regarding any request under this Section 4.6(1) shall not unduly interfere with the conduct of the defense Company’s business. Without limiting the foregoing and subject to the terms of any New Litigation Claim existing Contracts: (i) the Purchaser and Parent and their representatives shall, upon reasonable prior notice, have the right to conduct inspections of each of the PNG Interests and Company Leases; and (ii) the Company shall, upon either of the Parent’s or Purchaser’s request, facilitate discussions between the Parent or the Purchaser and any Legal Proceeding third party from whom consent may be required. (2) Investigations made by or on behalf of the Purchaser, whether under this Section 4.6 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Company in this Agreement. (3) The Purchaser acknowledges that was existing prior the Confidentiality Agreement continues to apply and that any information provided under Section 4.6(1) shall be subject to the date hereof. With respect to any New Litigation Claim against terms of the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the Interim Period, to the extent permitted by applicable Law and contracts, and subject to applicable logistical the reasonable restrictions or limitations as a result imposed from time to time upon advice of COVID-19 or any COVID-19 Measures and solely for purposes counsel, each of furthering the Merger Transactions, the Company and Parent shall, and shall cause each of its the Parent Subsidiaries and the Company Subsidiaries, respectively, to, afford to Parent, Merger Sub the other party and their respective representatives to the Representatives of such other party reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contracts, commitments, personnel and records and, during such period, each of the Company and Parent shall, and shall cause each of its the Company Subsidiaries and the Parent Subsidiaries, respectively, to, furnish reasonably promptly to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and request. Notwithstanding the workpapers of its auditors). Nothing herein (includingforegoing, for neither the avoidance of doubt, Company nor Parent shall be required by this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries 6.4 to provide the other party or the Representatives of such other party with access to or to disclose information (x) that is subject to the extent that such action (A) would reasonably be expected to result in terms of a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to agreement with a third party so long as entered into prior to the Company date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding party shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide such information and otherwise provide such access or disclosure), (y) the disclosure of which would violate any Law or fiduciary duty (provided, however, that the withholding party shall use its reasonable best efforts to Parentmake appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or fiduciary duty) or (z) that is subject to any attorney-client, if requested and attorney work product or other legal privilege (b) generally describe provided, however, that the type of information that cannot be disclosed withholding party shall use its reasonable best efforts to Parent (allow for such access or disclosure to the maximum extent that does not prohibited by law result in a loss of any such attorney-client, attorney work product or the underlying documentother legal privilege). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer Each of the Company or another person designated in writing by the Company. Notwithstanding anything herein and Parent will use its reasonable best efforts to minimize any disruption to the contrarybusinesses of the other party that may result from the requests for access, data and information hereunder. Prior to the Effective Time, each of Parent and Merger Sub shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact any partner, licensor, licensee, customer or supplier otherwise communicate with the employees of the Company in connection with the Offer, the Merger or any Company Subsidiary (other than those employees set forth on Section 6.4(a) of the Company Disclosure Letter) or other Merger Transactions parties with which the Company or any Company Subsidiary has a business relationship regarding the business of the Company and the Company Subsidiaries or this Agreement and the transactions contemplated hereby without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingCompany. (b) To Each of the Company and Parent will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 6.4, in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such requestConfidentiality Agreements. (c) The Each of the Company shall (i) notify and Parent in writing as promptly as reasonably practicable after learning agree to give prompt written notice to the other upon becoming aware of the occurrence or impending occurrence of any Legal Proceeding by any Person initiated against the Company event or circumstance relating to it or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Company Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify the Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior Subsidiaries, respectively, which could reasonably be expected to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company have, individually or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigationaggregate, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withhelda Company Material Adverse Effect or a Parent Material Adverse Effect, delayed oras the case may be.