Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the Company shall, afford to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article ARTICLE VII, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent's ’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices offices, and other facilities and to all books, records, contracts contracts, and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. The Neither the Company nor any of its Subsidiaries shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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)Law. No investigation shall affect the Company's representations and warranties ’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22October 18, 2014 2019, between Parent and the Company (the "“Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier hereof to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIITime, the Company shall, afford to Parent and Parent's shall cause the Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereofto, afford the Representatives of the Parent and the Merger Sub reasonable access during normal business hours to the officers, employees, accountants, agents, properties, offices and other facilities facilities, books and to all books, records, contracts and other assets records of the Company and its the Subsidiaries, and shall furnish the Company shallParent and the Merger Sub with all financial, furnish promptly operating and other data and information as the Parent or the Merger Sub, through its Representatives, may reasonably request. The Parent will remain subject to Parent such other information concerning the business and properties terms of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Confidentiality Agreement. (b) From the date hereof to the Effective Time, the Parent and the Company shall comply withshall, and shall cause their respective the Representatives of the Parent to, afford the Representatives of the Company reasonable access during normal business hours to comply withthe officers, all employees, agents, properties, offices and other facilities, books and records of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Subsidiaries, and shall furnish the Company (with all financial, operating and other data and information as the "Company , through its Representatives, may reasonably request. The Company will remain subject to the terms of the Company Confidentiality Agreement"), which . (c) No investigation pursuant to this Section 6.2 shall survive the termination of affect any representation or warranty in this Agreement in accordance with of any party hereto or any condition to the terms set forth thereinobligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIand subject to Applicable Law, the Company shall, afford and shall cause its Subsidiaries to, (i) give to Parent Parent, its counsel, financial advisors, auditors and Parent's Representatives other authorized representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, access to the officers, employees, accountants, agentsits offices, properties, offices books and records, (ii) furnish to Parent, its counsel, financial advisors, auditors and other facilities authorized representatives such financial and to all books, records, contracts operating data and other assets 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 manner as not to interfere unreasonably with the conduct of the Company and its Subsidiariesbusiness 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 the Company shall, furnish promptly (the “Confidentiality Agreement”). No information or knowledge obtained by Parent in any investigation pursuant to Parent such other information concerning the business and properties of this Section 6.04 shall affect or be deemed to modify any representation or warranty made by the Company as Parent may reasonably request from time to timehereunder. The Neither the Company nor any of its Subsidiaries shall NOT be required obligated to provide access to, or to or disclose disclose, any information where to Parent if the Company reasonably determines that such access or disclosure would jeopardize the protection of attorney-client privilege of the Company or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such of its Subsidiaries or violate any Applicable Law. All requests for information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary made pursuant to this Agreement. (b) Parent and Section 6.04 shall be directed to an executive officer of the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under or such Person as may be designated by the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth thereinCompany’s executive officers.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the The Company shall, afford to Parent and Parent's Representatives reasonable accessshall cause the Company Subsidiaries and the officers, at reasonable times directors, employees and in a manner as shall not unreasonably interfere with the business or operations agents of the Company or any Subsidiary thereofand the Company Subsidiaries, to to, afford the officers, employees and agents of Purchaser, at their sole cost and risk, reasonable access during normal business hours from the date hereof through the Offer Closing to its officers, employees, accountants, agents, properties, offices and other facilities and to all facilities, books, records, contracts and other assets and shall furnish Purchaser all financial, operating and other data and information as Purchaser through its officers, employees or agents, may reasonably request. Any such investigations shall be at the sole cost and risk of Purchaser, and conducted under the supervision of appropriate personnel of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would as not result in such jeopardy to unreasonably interfere with or contravention). No investigation shall affect disrupt the normal operation of the business of Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all The provisions of their respective obligations under (i) the Confidentiality Agreementand Non-Disclosure Agreement dated May 3, dated July 22, 2014 2022 between Parent Xxxxx Corporation and the Company (the "“Initial Confidentiality Agreement")”) and (ii) the Confidentiality and Non-Disclosure Agreement dated May 16, which 2022 between Xxxxx Corporation and the Company (the “Second Confidentiality Agreement” and together with the Initial Confidentiality Agreement, the “Confidentiality Agreements”) shall survive the termination of this Agreement remain in full force and effect in accordance with the its terms set forth thereinand shall be applicable to Purchaser.

Access to Information; Confidentiality. (a) From Subject to applicable Law and that certain confidentiality agreement by and between the Company and Parent, dated as of August 1, 2008 (the “Confidentiality Agreement”), and solely with respect to financing sources that are not a party to any Confidentiality Agreement as of the date of this Agreement until other confidentiality provisions reasonably acceptable to the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIICompany, the Company shall, afford will provide and will cause its Subsidiaries and its and their respective Representatives to provide Parent and Parent's its Representatives reasonable accessand financing sources, at Parent’s expense, during normal business hours and upon reasonable times advance notice (i) such access to the officers, management employees, offices, properties, books and in a manner records of the Company and such Subsidiaries (so long as shall such access does not unreasonably interfere with the business or operations of the Company or any Subsidiary thereofthe performance of their duties) as Parent reasonably may request, and (ii) subject to applicable Law and the Company’s existing written policies with respect to the officers, employees, accountants, agents, properties, offices protection of employee privacy and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed and attorney work product, all documents that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreementreasonably may request. (b) The Company makes no representation or warranty as to the accuracy of any information provided pursuant to Section 5.2(a), and neither Merger Sub nor Parent may rely on the accuracy of any such information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Article III. (c) All non-public or otherwise confidential information regarding the Company or any of its Subsidiaries obtained by Parent or its Representatives shall be kept confidential by Parent and the Company shall comply with, and shall cause their respective its Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth thereinConfidentiality Agreement.

Access to Information; Confidentiality. (a) From The Company shall (and shall cause each of the date Subsidiaries to) afford to the Representatives of this Agreement until Parent reasonable access on reasonable prior notice to the Company's Chief Executive Officer, Chief Financial Officer or Chief Operating Officer during normal business hours, throughout the period prior to the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the Company shall, afford to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereofAgreement, to the officersall of its properties, offices, employees, accountantscontracts, agentscommitments, propertiesbooks and records (including Tax Returns) and any report, offices schedule or other document filed or received by it pursuant to the requirements of federal or state securities laws and other facilities shall (and to all books, records, contracts and other assets shall cause each of the Company and its Subsidiaries, and the Company shall, Subsidiaries to) furnish promptly to Parent such additional financial and operating data and other information concerning as to its and the business Subsidiaries' respective businesses and properties as Parent may from time to time reasonably request. Parent and Purchaser will make all reasonable efforts to minimize any disruption to the businesses of the Company as Parent and the Subsidiaries which may reasonably request result from time to time. The Company shall NOT be required to provide the requests for access to or disclose properties and employees and for data and information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreementhereunder. (b) Parent agrees that all information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential, by Purchaser, by Parent and by any other party which is to be afforded access pursuant to Section 6.04(a), in accordance with the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreementconfidentiality agreement, dated July February 22, 2014 between Parent and the Company 1999 (the "Confidentiality Agreement"), which between Parent and the Company, and Parent shall survive comply with its obligation under the Confidentiality Agreement to return all documents, work papers and other written materials and any copies thereof obtained or made by Parent or its representatives in the event of the termination of this Agreement without the purchase of any Shares in accordance with the terms set forth thereinOffer.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier hereof to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIITime, the Company shall, afford to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations each of the Company or any Subsidiary thereofand Parent shall, to and shall cause its subsidiaries, officers, directors, employees, auditors and other agents to, afford the officers, employees, accountantsauditors and other agents of Parent or the Company, respectively, who shall agree to be bound by the provisions of this Section 5.3 as though a party hereto, complete access at all reasonable times to its officers, employees, agents, properties, offices offices, plants and other facilities and to all books, books and records, contracts and shall furnish Parent or the Company, respectively, with all financial, operating and other assets data and information as Parent or the Company, respectively, through its officers, employees or agents may from time to time request. In addition, subsequent to the date of this Agreement, Parent and/or any of its subsidiaries may initiate communications with any officer or key employee of the Company and its Subsidiariesfor the purpose of addressing the prospective retention of such officer or employee following the Closing, and PROVIDED that Parent believes, in good faith, that there is a compelling, legitimate business need to initiate such communication prior to the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this AgreementClosing Date. (b) Parent and Each of the Company shall comply withand Parent will hold and will cause its directors, officers, employees, agents, advisors (including, without limitation, counsel and shall cause their respective Representatives auditors) and controlling persons to comply with, all of their respective obligations under hold any such information which is nonpublic in confidence on the same terms and conditions as the confidentiality provisions set forth in the Confidentiality Agreement, Agreement dated July 2227, 2014 2000, as amended from time to time, between Parent and the Company and Parent (the "Confidentiality AgreementCONFIDENTIALITY AGREEMENT"), which . (c) No investigation pursuant to this Section 5.3 shall survive affect any representations or warranties of the termination parties herein or the conditions to the obligations of this Agreement in accordance with the terms set forth thereinparties hereto.

Access to Information; Confidentiality. (a) From Subject to applicable Laws relating to the date exchange of this Agreement until information, the earlier Company shall afford, and shall cause each of its Subsidiaries to occur of afford, upon reasonable advance notice, to Parent and Parent's Representatives, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIto all of its and its Subsidiaries' properties and other assets, the Company shallbooks, afford to Parent and Parent's Representatives reasonable accesscontracts, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereofcommitments, to the records, directors, officers, employees, attorneys, accountants, agents, properties, offices and auditors and other facilities advisors and, during such period, the Company shall furnish promptly, 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 by it during such period pursuant to the requirements of Federal or state securities Laws, (ii) all organizational documents, stock certificates and other evidences of equity interests, stockholders' registers and other registers of equity interests, minute books, recordscertificates of good standing, contracts authorizations to do business and other assets certified accounts of each Subsidiary of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such (iii) all other information concerning the business its and its Subsidiaries' business, properties of the Company and personnel as Parent may reasonably request from time to timerequest. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize Except for disclosures expressly permitted by the protection terms of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreementconfidentiality agreement, dated as of July 2221, 2014 2004, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), which Parent shall survive hold, and shall cause its Representatives to hold, all information received from the termination of Company, directly or indirectly, under this Agreement or otherwise in confidence in accordance with the terms set forth thereinConfidentiality Agreement.

Access to Information; Confidentiality. (a) From The Company shall (and shall cause each of its Subsidiaries to) afford to the date Representatives of this Agreement until Parent reasonable access on reasonable prior notice to the Company's Chief Executive Officer, Chief Financial Officer or General Counsel during normal business hours, throughout the period prior to the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the Company shall, afford to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereofAgreement, to the officersall of its properties, offices, employees, accountantscontracts, agentscommitments, propertiesbooks and records (including but not limited to Tax Returns) and any report, offices schedule or other document filed or received by it pursuant to the requirements of federal or state securities laws and shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent such additional financial and operating data and other facilities information as to its and its Subsidiaries' respective businesses and properties as Parent may from time to time reasonably request. Parent and Purchaser will make all books, records, contracts and other assets reasonable efforts to minimize any disruption to the businesses of the Company and its Subsidiaries, and Subsidiaries which may result from the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide requests for access to or disclose properties and employees and for data and information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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)hereunder. No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement.50 (b) Parent agrees that all information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential, by Purchaser, by Parent and by any other party which is to be afforded access pursuant to Section 6.04(a), in accordance with the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreementconfidentiality agreement, dated July 22August 21, 2014 between Parent and the Company 1998 (the "Confidentiality Agreement"), which shall survive between Parent and the Company, including the obligation to return all documents, work papers and other written materials obtained by Parent or its representatives in the event of the termination of this Agreement without the purchase of any Shares in accordance with the terms set forth thereinOffer.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier Subject to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIapplicable Law, upon reasonable notice, the Company shall, shall afford to Parent and Parent's ’s Representatives reasonable accessaccess during normal business hours to the Company’s officers, at reasonable times employees, agents, properties, books, Contracts and records and the Company shall furnish promptly to Parent and Parent’s Representatives such information concerning its business, personnel, assets, liabilities and properties as Parent may reasonably request; provided that Parent and its Representatives shall conduct any such activities in such a manner as shall not to interfere unreasonably interfere with the business or operations of the Company or any Subsidiary thereofCompany; provided further, to the officershowever, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of that the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT not be required obligated to provide access to or disclose information where such access or disclosure information if the Company determines, in its reasonable judgment, that doing so would jeopardize violate applicable Law or a Contract or obligation of confidentiality owing to a third party, waive the protection of an attorney-client privilege or contravene any Law (it being agreed other legal privilege or expose the Company to risk of liability for disclosure of sensitive or Personal Information. Without limiting the foregoing, in the event that the parties Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use their its reasonable best efforts to cause such communicate, to the extent feasible, the applicable information to be provided in a manner way that would not result in violate the applicable Law, Contract or obligation or risk waiver of such jeopardy or contravention)privilege. No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary All requests for information made pursuant to this Agreement. (b) Parent Section 5.07 shall be directed to the Person designated by the Company. Until the Effective Time, the information provided will be subject to the terms of the confidentiality agreement dated as of May 30, 2018, by and between the Company shall comply withand Parent (as may in the future be amended from time to time, and shall cause their respective Representatives to comply with, all of their respective obligations under the “Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and Parent's Representatives ’s representatives reasonable accessaccess during normal business hours to the Company’s and its Subsidiaries’ properties, at reasonable times books, Contracts, commitments, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other representatives and the Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed by it pursuant to the requirements of Federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (ii) such other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request (provided that Parent and its representatives shall conduct any such activities in such a manner as shall not to interfere unreasonably interfere with the business or operations of the Company). The Company or any Subsidiary thereofshall, and shall cause each of its Subsidiaries to, furnish, to the officersextent currently prepared by the Company in the ordinary course of business, employeesfor the period beginning after the date of this Agreement and ending at the Effective Time, accountantsas soon as practicable after the end of each month during such period, agentsa copy of the monthly internally prepared financial statements of the Company, propertiesincluding statements of financial condition, offices results of operations and other facilities and to all booksstatements of cash flow. Except for disclosures permitted by the terms of the Non-Disclosure Agreement, recordsdated as of June 8, contracts and other assets of 2015, between the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company (as Parent it may reasonably request be amended from time to time. The , the “Confidentiality Agreement” ), Parent and its representatives shall hold information received from the Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement Section 5.6 in confidence in accordance with the terms set forth thereinof the Confidentiality Agreement.

Access to Information; Confidentiality. (a) From Subject to applicable Law and that certain confidentiality agreement by and between the Company and Parent, dated as of December 21, 2007 (the “Confidentiality Agreement”), and solely with respect to financing sources that are not a party to any Confidentiality Agreement as of the date of this Agreement until other confidentiality provisions reasonably acceptable to the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIICompany, the Company shall, afford will provide and will cause its Subsidiaries and its and their respective Representatives to provide Parent and Parent's its Representatives reasonable accessand financing sources, at Parent’s expense, during normal business hours and upon reasonable times advance notice (i) such access to the officers, management employees, offices, properties, books and in a manner records of the Company and such Subsidiaries (so long as shall such access does not unreasonably interfere with the business or operations of the Company or any Subsidiary thereofthe performance of their duties) as Parent reasonably may request, and (ii) subject to applicable Law and the Company’s existing written policies with respect to the officers, employees, accountants, agents, properties, offices protection of employee privacy and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed and attorney work product, all documents that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreementreasonably may request. (b) The Company makes no representation or warranty as to the accuracy of any information provided pursuant to Section 5.2(a), and neither Merger Sub nor Parent may rely on the accuracy of any such information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Article III. (c) All non-public or otherwise confidential information regarding the Company or any of its Subsidiaries obtained by Parent or its Representatives shall be kept confidential by Parent and the Company shall comply with, and shall cause their respective its Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth thereinConfidentiality Agreement.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the The Company shall, shall afford to Parent Parent, and to Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agentscounsel, financial advisors and other representatives, access during reasonable business hours during the period prior to the Effective Time to (i) all of the Company's properties, offices books, contracts, commitments, personnel and records and other facilities information and business documents, (ii) by appointment, the Company's independent reserve engineers and accountants and (iii) the premises of the Company for the purpose of inspecting the books and records of the Company, provided that access to all booksthe premises shall be permitted only with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed). During the period prior to the Effective Time, records, contracts and other assets Parent will have the full cooperation of the Company in confirming the nature of the relationships between the Company and its Subsidiariescustomers, working interest owners, contractors and suppliers, including whether or not such relationships are satisfactory and whether or not such relationships are expected to continue after the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to timeMerger. The Company shall NOT be required have the right to provide access to or disclose information where have a representative present at all times of any such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations inspections, interviews and warranties contained herein, or limit or otherwise affect the remedies available to communications conducted by Parent or Merger Subsidiary pursuant to this Agreementits representatives. (b) Neither any investigation conducted by Parent and or its representatives pursuant to this Section 6.02 nor the results thereof shall affect any representation or warranty of the Company contained in this Agreement or the ability of Parent to rely thereon. All information exchanged pursuant to this Section 6.02 shall comply withbe subject to the confidentiality agreement dated November 15, and shall cause their respective Representatives to comply with2000, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company and Parent (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. The Company shall afford to Parent, and to Parent's officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (aincluding for the purpose of integration and transition planning with the employees of the Company and its Subsidiaries) From during normal business hours and upon reasonable prior notice to the date of this Agreement until Company during the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIto all of its and its Subsidiaries' properties, books, Contracts, commitments, personnel and records and, during such period, the Company shall, afford to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent (a) 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, (b) a copy of each correspondence or written communication with any United States Federal or state Governmental Entity and (c) all other information concerning the business its and its Subsidiaries' business, properties of the Company and personnel as Parent may reasonably request from time request, in each case subject to timeapplicable law. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize Except for disclosures expressly permitted by the protection terms of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained hereinletter agreement dated as of September 5, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with2006, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), which Parent shall survive hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the termination of this Agreement Company, directly or indirectly, in confidence in accordance with the terms set forth thereinConfidentiality Agreement. No investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article ARTICLE VII, the Company shall, shall afford to Parent, and Parent and Parent's Representatives shall afford to Company, reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereofParent, respectively, to the officers, employees, accountants, agents, properties, offices offices, and other facilities and to all books, records, contracts contracts, and other assets of the Company and its Subsidiariesor Parent, respectively, and the Company shall, shall furnish promptly to Parent, and Parent shall furnish promptly to Company, such other information concerning the business and properties of the Company or Parent, respectively, as Parent the Party may reasonably request from time to time. The Neither the Company nor Parent shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-attorney- client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties Company or Parent’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Company, Parent or Merger Subsidiary Sub pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives representatives to comply with, all of their respective obligations under the Confidentiality Non-Disclosure Non- Circumvention Agreement, dated July 22May 30, 2014 2018, between Parent and the Company (the "Confidentiality Agreement")Company, which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier hereof to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIITime, upon reasonable prior written notice, the Company shall, and shall use its reasonable best efforts to cause its Subsidiaries, officers, directors and employees to, afford to Parent the officers, employees, auditors and Parent's Representatives other authorized representatives of Newco reasonable access, consistent with applicable law, at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books and records, including security position listings or other information concerning beneficial owners and/or record owners of the Company's securities, and shall furnish Newco with all financial, operating and other data and information as Newco, through its officers, employees or authorized representatives, may from time to time reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as shall not to interfere unreasonably interfere with the business or operations of the Company or its Subsidiaries and shall be in accordance with any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of existing agreements or obligations binding on the Company and or any of its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent Newco shall hold and the Company shall comply with, treat and shall cause their respective Representatives its officers, employees, auditors and other authorized representatives and those of its affiliates to comply with, hold and treat in confidence all of their respective obligations under documents and information concerning the Confidentiality AgreementCompany and its Subsidiaries furnished to Parent or Newco in connection with the transactions contemplated in this Agreement and the Stockholder Agreement in accordance with the confidentiality agreement, dated July 22December 7, 2014 1998, between Parent and the Company and Newco 35 (the "Confidentiality Agreement"), which Confidentiality Agreement shall survive the termination of this Agreement remain in full force and effect in accordance with the terms set forth thereinits terms.

Access to Information; Confidentiality. The Company shall afford to Parent, and to Parent's officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (aincluding for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) From during normal business hours and upon reasonable prior notice to the date of this Agreement until Company during the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIto all its and its Subsidiaries' properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, afford to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent (a) 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 (b) all other information concerning the business its and its Subsidiaries' business, properties of the Company and personnel as Parent may reasonably request from time to timerequest. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize Except for disclosures expressly permitted by the protection terms of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality AgreementAgreement dated as of October 16, dated July 222002, 2014 as amended December 19, 2002, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), which Parent shall survive hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the termination of this Agreement Company, directly or indirectly, in confidence in accordance with the terms set forth thereinConfidentiality Agreement. No investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From The Company shall afford to Parent, and to Parent’s Representatives, reasonable access during normal business hours during the date of this Agreement until the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with to all of its and its Subsidiaries’ properties, books and records and to those employees of the terms set forth in Article VIICompany to whom Parent reasonably requests access, and, during such period, the Company shall, afford shall furnish to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company information concerning its and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the ’ business and properties of the Company as Parent may reasonably request from time to timerequest. The Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall NOT be required to (i) provide access to or disclose information where the Company reasonably determines that such access or disclosure would jeopardize the protection of attorney-client privilege of the Company or any of its Subsidiaries, contravene any Law (it being agreed that the parties shall use their reasonable best efforts or any Contract to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and which the Company shall comply withor any of its Subsidiaries is a party or unduly interfere with the conduct of the business of the Company and its Subsidiaries in the ordinary course or (ii) provide access to any properties of the Company or its Subsidiaries for the purpose of environmental sampling or testing. Except for disclosures expressly permitted by the terms of the confidentiality letter agreement dated as of January 18, and shall cause their respective Representatives to comply with2007, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (as it may be amended from time to time, the "“Confidentiality Agreement"”), which Parent shall survive hold, and shall cause its Representatives to hold, all information received from the termination of this Agreement Company or its Representatives, directly or indirectly, in confidence in accordance with the terms set forth thereinConfidentiality Agreement.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIITime, the Company shall, afford and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent and Parent's Representatives reasonable accessthe Purchaser and their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) access at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, upon prior notice to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiariesthe Company Subsidiaries and to their books and records (including without limitation Tax Returns) and (ii) furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company Subsidiaries as Parent or the Parent Representatives may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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)request. No investigation conducted pursuant to this Section 5.3(a) shall affect the Company's representations and warranties contained hereinor be deemed to qualify, modify or limit any representation or otherwise affect warranty made by the remedies available to Parent or Merger Subsidiary pursuant to Company in this Agreement. (b) With respect to the information disclosed pursuant to Section 5.3(a), Parent and the Company shall comply with, and shall cause their respective the Parent Representatives to comply with, all of their respective its obligations under (i) the Confidentiality Agreement, dated July 22September 12, 2014 2008, by and between Parent and the Company and Parent (the "“Confidentiality Agreement"”), the confidentiality provisions of which shall survive and be binding upon the termination Company and Parent until the Acceptance Time, notwithstanding anything to the contrary contained therein and (ii) the Common Interest Agreement, the provisions of this Agreement in accordance with which shall survive and be binding upon the terms set forth Company and Parent until the Acceptance Time notwithstanding anything to the contrary contained therein.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the The Company shall, afford to Parent and Parent's Representatives reasonable accessshall cause the Company Subsidiaries and the officers, at reasonable times directors, employees and in a manner as shall not unreasonably interfere with the business or operations agents of the Company or any Subsidiary thereofand the Company Subsidiaries to, to afford the officers, employees and agents of Parent and Merger Sub complete access at all reasonable times from the date hereof through the Effective Date to its officers, employees, accountants, agents, properties, offices and other facilities and to all facilities, books, records, contracts and other assets of the Company and its Subsidiariesshall furnish Parent and Merger Sub all financial, operating and the Company shall, furnish promptly to Parent such other data and information concerning the business and properties of the Company as Parent and Merger Sub through their officers, employees or agents, may reasonably request from time request. Parent and Merger Sub shall have the right to time. The Company make such due diligence investigations as Parent and Merger Sub shall NOT be required to provide access to deem necessary or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreementreasonable. (b) Parent and the Company shall comply withshall, and shall cause their respective Representatives to comply withParent's subsidiaries and the officers, all directors, employees and agents of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and Parent's subsidiaries to, afford the officers, employees and agents of the Company complete access, at all reasonable times from the date hereof through the date of filing of the preliminary proxy statement regarding the Merger, to its officers, employees, agents, properties, facilities, books, records, contracts and other assets and shall furnish the Company all financial operating and other data and information as the Company through its officers, employees or agents, may reasonably request. (c) No investigation by any party hereto shall affect any representations or warranties of the "Confidentiality Agreement"), which shall survive parties herein or the termination conditions to the obligations of this Agreement in accordance with the terms set forth thereinparties hereto.

Access to Information; Confidentiality. To the extent permitted by applicable Law, the Company agrees that upon reasonable notice it shall (aand shall cause its Subsidiaries to) From afford Parents’ representatives reasonable access, during normal business hours from and after the date of this Agreement until the earlier to occur earliest of (a) such time as designees of Parent first constitute at least a majority of the Company Board pursuant to Section 1.3(a) and (b) the Effective Time Time, to its officers, employees, auditors, properties, offices, books, contracts and records, provided, however, that the Company shall not be required to violate any of the terms of any of its existing confidentiality or other agreements, but shall use all commercially reasonable efforts to obtain waivers of all such terms and provided further, that in such event the termination Company will describe to Parent the information not being disclosed and shall use commercially reasonable efforts to provide substitute disclosure. Except for disclosures expressly permitted by the terms of this Agreement the Confidentiality Agreement, Parent shall hold, and shall cause its Representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the terms set forth in Article VIIConfidentiality Agreement until the Effective Time. No investigation pursuant to this Section 6.2 or information provided, the Company shallmade available to, afford delivered to or otherwise reviewed by Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as or Merger Sub shall not unreasonably interfere with the business affect any representation or operations warranty of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets conditions or rights of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to Sub contained in this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIUpon reasonable notice, and except as may otherwise be prohibited by applicable Law, the Company shall, and shall cause each of the Company Subsidiaries and each of its and their respective Representatives (collectively, the “Company Representatives”) to, (i) afford to Parent and Merger Sub, and each of their respective Representatives (collectively, the “Parent Representatives”), reasonable access during normal business hours during the period prior to the Effective Time to all their respective properties, offices and other facilities, books and records, Contracts and personnel (including officers, employees and agents) and (ii) furnish or cause to be furnished such information concerning the business, properties, Contracts, assets, liabilities and personnel of the Company and the Company Subsidiaries as Parent's Representatives reasonable access, at reasonable times and in a manner as Merger Sub or any Parent Representative may reasonably request; provided, however, that the foregoing shall not require the Company 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 the Company and the Company Subsidiaries or violate any of its contractual obligations or any obligations with respect to confidentiality or privacy; 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 operations. In no event shall 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 soil, groundwater or building components at any property of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other Subsidiary. All information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary exchanged pursuant to this Agreement. (b) Parent and the Company Section 7.03 shall comply with, and shall cause their respective Representatives be subject to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which Agreement shall survive the termination of this Agreement remain in full force and effect in accordance with the terms set forth thereinits terms.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIUpon reasonable request, the Company shall, afford to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations cause each of the Company or any Subsidiary thereofSubsidiaries to, afford to the Parent, and to Parent’s officers, employees, accountants, agentscounsel, financial advisers and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to all their respective properties, offices and other facilities and to all books, recordsContracts, contracts commitments, personnel and other assets records and, during such period, the Company shall, and shall cause each of the Company and its Subsidiaries, and the Company shallSubsidiaries to, furnish promptly to Parent (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 the business its business, properties and properties of the Company personnel as Parent may reasonably request. Without limiting the generality of the foregoing, the Company shall, within two (2) Business Days of request from time therefor, provide to timeParent the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act. The Neither the Company nor any of the Company Subsidiaries shall NOT be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the protection of attorney-client privilege of the Person in possession or control of such information or contravene any Law (it being agreed that law, order, judgment, decree or binding agreement entered into prior to the date hereof. To the extent practicable, the parties shall use their reasonable best efforts to cause such will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary exchanged pursuant to this Agreement. (b) Parent Section 7.02 shall be subject to the Confidentiality Agreement and the Company Confidentiality Agreement shall comply with, remain in full force and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement effect in accordance with the terms set forth thereinits terms.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the Company shall, shall afford to Parent and Parent's ’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereofCompany, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its SubsidiariesCompany, and the Company shall, shall furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT not be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's ’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary Sub pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, that certain confidentiality agreement dated July 222, 2014 2009, between Parent and the Company (as amended, the "“Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier hereof to occur of the Effective Time or the earlier termination of this Agreement in accordance with the terms set forth in Article VIIAgreement, upon reasonable prior written notice, the Company shall, and shall use its reasonable best effects to cause its Subsidiaries, officers, directors and Representatives to, afford to Parent reasonable access during normal business hours, consistent with applicable Law, to its officers, employees, properties, offices, other facilities and Parent's Representatives reasonable accessbooks and records, at reasonable times and shall furnish Parent with all financial, operating and other data and information as Parent shall reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as shall not to interfere unreasonably interfere with the business or operations of the Company or its Subsidiaries or otherwise result in any Subsidiary thereof, to significant interference with the officers, employees, accountants, agents, properties, offices prompt and other facilities and to all books, records, contracts and other assets timely discharge by the employees of the Company and or its Subsidiaries, and Subsidiaries of their normal duties. Neither the Company shall, furnish promptly to Parent such other information concerning the business and properties nor any of the Company as Parent may reasonably request from time to time. The Company its Subsidiaries shall NOT be required to provide access to or to disclose information where such access or disclosure would (i) breach any contractual confidentiality obligations in any agreement with any third-party, (ii) constitute a waiver of or jeopardize the protection of attorney-client or other privilege held by the Company or contravene (iii) otherwise violate any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreementapplicable Law. (b) Each of Parent and Merger Sub will hold and treat and will cause its Representatives to hold and treat in confidence all documents and information concerning the Company shall comply withand its Subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement, and shall cause their respective Representatives or other documents or information exchanged pursuant to comply withthis Section 5.7, all of their respective obligations under in accordance with the Confidentiality Agreement, dated July 22August 4, 2014 2023, between Parent and the Company (the "“Confidentiality Agreement"”), which Confidentiality Agreement shall survive the termination of this Agreement remain in full force and effect in accordance with the terms set forth thereinits terms.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIUpon reasonable notice, the Company shall, shall (and shall cause each of its Subsidiaries to) afford to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agentscounsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, offices and other facilities and to all books, recordsContracts, contracts commitments, record and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company personnel as Parent may reasonably request from time to timerequest. The Company shall NOT be required (and shall cause each of its Subsidiaries to) make available to provide access to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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)Parent Representatives may reasonably request. No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this AgreementSection 5.3(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Parent and shall keep all information obtained pursuant to Section 5.3(a) confidential in accordance with the Company shall comply with, and shall cause their respective Representatives to comply with, all terms of their respective obligations under the Confidentiality Confidential Non-Disclosure Agreement, dated July 22October 5, 2014 between Parent and the Company 1999 (the "Confidentiality Agreement"), which shall survive between Parent and the termination of this Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with the terms set forth thereinSection 5.10.

Access to Information; Confidentiality. To the extent permitted by applicable law and except as set forth in Section 5.02 of the Company Disclosure Schedule, the Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (aincluding for the purpose of coordinating integration activities and transition planning with the employees of the Company) From during normal business hours and upon reasonable prior notice to the date of this Agreement until Company during the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIto all its properties, books, Contracts, personnel and records and, during such period, the Company shall, afford shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and Parent's Representatives reasonable accessother document filed by it during such period pursuant to the requirements of Federal or state securities laws, at reasonable times (b) a copy of each correspondence or written communication with any United States Federal or state governmental agency and in a manner (c) all other information concerning its business, properties and personnel as shall not unreasonably interfere with Parent may reasonably request. Except for disclosures expressly permitted by the business or operations terms of the Secrecy Agreement dated as of January 16, 2004, as amended from time to time, between Ethicon, Inc., a wholly owned Subsidiary of Parent, and the Company or any Subsidiary thereof(as it may be amended from time to time, to the “Confidentiality Agreement”), Parent shall hold, and shall cause its officers, employees, accountants, agentscounsel, properties, offices financial advisors and other facilities and Representatives to hold, all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request received from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, directly or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply withindirectly, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in confidence in accordance with the terms set forth thereinConfidentiality Agreement. No investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. The Company shall afford to Parent, and to Parent's officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (aincluding for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) From during normal business hours and upon reasonable prior notice to the date of this Agreement until Company during the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIto all its and its Subsidiaries' properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, afford to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent (a) 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 (b) all other information concerning the business its and its Subsidiaries' business, properties of the Company and personnel as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where request; provided that such access or disclosure would jeopardize shall not materially interfere with normal business activities. Except for disclosures expressly permitted by the protection terms of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations Amended and warranties contained hereinRestated Confidentiality Agreement dated as of August 2, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with2002, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), which Parent shall survive hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the termination of this Agreement Company, directly or indirectly, in confidence in accordance with the terms set forth thereinConfidentiality Agreement. No investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject to the terms of any confidentiality or similar agreement previously entered into by the parties (a) From collectively, the "Confidentiality Agreement"), from the date of this Agreement until hereof to the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIClosing Date, the Company shall, afford to Parent and Parent's Representatives reasonable accessshall cause the officers, at reasonable times directors, employees and in a manner as shall not unreasonably interfere with the business or operations agents of the Company or any Subsidiary thereofto, afford the officers, employees and agents of the Parent access at all reasonable times to the officers, employees, accountants, agents, properties, offices offices, plants and other facilities facilities, books and to all books, records, contracts and other assets records of the Company and shall furnish the Parent with all financial, operating and other data and information as the Parent, through its Subsidiariesofficers, employees or agents, may reasonably request. Until the Closing Date, the Parent shall not visit the Company's facilities or contact the Company's customers, software vendor partners or employees (other than the Company's senior management, as identified by Xxxx Xxxxxxxxxx) unless and until the Parent receives the written approval of the Company, such approval not to be unreasonably withheld or delayed. From the date hereof until the Closing Date, the Company shall, furnish promptly to shall provide the Parent such with monthly and other information concerning the business and properties financial statements of the Company as Parent may reasonably request from time to time. The they become available internally at the Company, all of which financial statements shall fairly present the financial position and results of operations of the Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize as of the protection of attorney-client privilege or contravene any Law (it being agreed that dates and for the 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)periods therein specified. No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and Section 7.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the Company obligations of the parties hereto. The parties shall comply with, and shall cause their respective Representatives continue to comply with, all of with and to perform their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. Insofar as permitted by applicable law and the terms of the Confidentiality Agreement, the Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (aincluding for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) From during normal business hours and upon reasonable prior notice to the date of this Agreement until Company during the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIto all its and its Subsidiaries’ properties, books, Contracts, personnel and records and, during such period, the Company shall, afford shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and Parent's Representatives reasonable accessother document filed by it during such period pursuant to the requirements of Federal or state securities laws, at reasonable times (b) a copy of each correspondence or written communication with any United States Federal or state Governmental Entity and in a manner (c) all other information concerning its and its Subsidiaries’ business, properties and personnel as shall not unreasonably interfere with Parent may reasonably request. Except for disclosures expressly permitted by the business or operations terms of the Confidentiality Agreement dated August 25, 2006, as amended from time to time, between Parent and the Company or any Subsidiary thereof(as it may be amended from time to time, to the “Confidentiality Agreement”), Parent shall hold, and shall cause its officers, employees, accountants, agentscounsel, properties, offices financial advisors and other facilities and Representatives to hold, all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request received from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations , directly or indirectly, in confidence and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth thereinConfidentiality Agreement. No investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. The Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access (aincluding for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) From during normal business hours during the date of this Agreement until the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIto all its and its Subsidiaries’ properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, afford shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and Parent's Representatives reasonable accessother document filed by it during such period pursuant to the requirements of Federal or state securities laws and (b) all other information concerning its and its Subsidiaries’ business, at reasonable times properties and in a manner personnel as shall not unreasonably interfere with Parent may reasonably request. Except for disclosures expressly permitted by the business or operations terms of the confidentiality letter agreement dated as of August 28, 2002, between Parent and the Company or any Subsidiary thereof(as it may be amended from time to time, to the “Confidentiality Agreement”), Parent shall hold, and shall cause its officers, employees, accountants, agentscounsel, properties, offices financial advisors and other facilities and Representatives to hold, all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request received from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, directly or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply withindirectly, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in confidence in accordance with the terms set forth thereinConfidentiality Agreement. No investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIVIII, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent's ’s Representatives reasonable access, at reasonable times and upon reasonable prior notice, and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereofof the Company, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. The Neither the Company nor any of its Subsidiaries shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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)Law. No investigation shall affect the Company's ’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary Sub pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22January 10, 2014 2011, between Parent and the Company (the "“Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement until hereof to the earlier to occur of the First Effective Time or the earlier termination of this Agreement in accordance with the terms set forth in Article VIIAgreement, upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries and each of their Representatives to, afford to Parent and Parent's its Representatives reasonable access, at all reasonable times business hours to its officers, employees, properties, offices, and other facilities and to all books and records, and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as shall not to interfere unreasonably interfere with the business or operations of the Company or its Subsidiaries or otherwise result in any Subsidiary thereof, to significant interference with the officers, employees, accountants, agents, properties, offices prompt and other facilities and to all books, records, contracts and other assets timely discharge by such employees of their normal duties. Neither the Company and nor any of its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company Subsidiaries shall NOT be required to provide access to or to disclose information where such access or disclosure would jeopardize would, in the protection opinion of counsel, reasonably be expected to result in the waiver of any attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreementapplicable Law. (b) Each of Parent and each Merger Sub will hold and treat and will cause its Representatives to hold and treat in confidence all documents and information concerning the Company shall comply with, and shall cause their respective Representatives its Subsidiaries furnished to comply with, all of their respective obligations under Parent or the Confidentiality Agreement, dated July 22, 2014 between Parent and Merger Subs in connection with the Company (the "Confidentiality Agreement"), which shall survive the termination of transactions contemplated by this Agreement in accordance with the terms set forth thereinConfidentiality Agreement, dated November 3, 2015, between the Company and Insight Venture Partners, LLC (the “Confidentiality Agreement”) which Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier hereof to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIITime, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford to the Representatives of Parent and Parent's Representatives reasonable access, access at all reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, upon reasonable notice to the officers, employees, accountants, agents, properties, offices and other facilities facilities, books and to all books, records, contracts major customers, vendors and other assets business partners of the Company and its Subsidiaries, and shall furnish Parent with all financial, operating and other data and information, copies of securities filings, stockholder and third-party communications and other material documents as Parent or Sub, through its Representatives, may reasonably request; provided, that, prior to the receipt by the Company shallof certain required third party consents, furnish promptly this Section 6.2(a) shall not apply to Parent such other information concerning the business and properties of those agreements, referred to on Schedule 6.2(a), which may not be disclosed by the Company as Parent may reasonably request from time to timewithout the prior consent of third parties. The Company shall NOT be required use commercially reasonable, good faith efforts to obtain each such consent prior to the Effective Time. Nothing in this Section 6.2(a) shall require the Company to provide access to or disclose information where such access or disclosure would jeopardize result in the protection loss of any attorney-client privilege or contravene any Law privilege. The parties hereto shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. The Company and Parent will remain subject to the terms of mutual nondisclosure agreement, dated October 17, 2002 (it being agreed that the 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“Confidentiality Agreement”). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company No investigation pursuant to this Section 6.2 shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of limit or modify in any way or affect any representation or warranty in this Agreement in accordance with of any party hereto or any condition to the terms set forth thereinobligations of the parties hereto.

Access to Information; Confidentiality. (a) From Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article ARTICLE VII, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent's ’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices offices, and other facilities and to all books, records, contracts contracts, and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. The Neither the Company nor any of its Subsidiaries shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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)Law. No investigation shall affect the Company's representations and warranties ’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22June 23, 2014 2017, between Parent and the Company (the "“Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement hereof until the earlier to occur of the Effective Time or and the valid termination of this Agreement in accordance with Article VIII, upon reasonable prior written notice from Parent to an executive officer or other Person designated by the terms set forth in Article VIICompany, the Company shall, and shall use its reasonable best efforts to cause its subsidiaries, officers, directors and employees to, (i) afford to Parent and Parent's its Representatives reasonable access, consistent with applicable Law, at reasonable times normal business hours, to the Company’s and its subsidiaries’ respective senior officers and key employees, properties, offices, and other facilities and to all books and records, and (ii) reasonably promptly furnish Parent with such existing financial, operating and other data and information concerning the Company’s and its subsidiaries’ businesses, Contracts, properties, assets and liabilities as Parent or its Representatives may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as shall not to interfere unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to its subsidiaries or the officers, employees, accountants, agents, properties, offices prompt and other facilities and to all books, records, contracts and other assets timely discharge by such officers or employees of their normal duties. Neither the Company and nor any of its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company subsidiaries shall NOT be required to provide access or to or disclose information where such access or disclosure would jeopardize the protection of any attorney-client privilege of the Company or any of its subsidiaries or contravene any applicable Law (it being agreed that or binding agreement entered into prior to the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to date of this Agreement. (b) Each of Parent and the Company Merger Sub shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the applicable terms and conditions of the confidentiality agreement, dated June 18, 2023, between the Company and the Bain Shareholders (the “Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"”), which shall survive the termination of this Agreement remain in full force and effect in accordance with the terms set forth thereinits terms. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to Section 6.6 by its Representatives.

Access to Information; Confidentiality. (a) From The Company shall: (i) cooperate with all reasonable requests of Parent, Parent’s counsel and McGladrey in connection with the date consummation of the transactions contemplated hereby and (ii) execute and deliver such other instruments and take such other actions as may be reasonably requested by Parent or the managing underwriters of the IPO in order to carry out the intent of this Agreement until and to close the earlier to occur IPO including, without limitation, the execution and delivery of customary director and officer questionnaires, S-1 questionnaires and lock-up agreements. In furtherance, and not in limitation of the Effective Time or foregoing, upon the termination reasonable request of this Agreement in accordance with the terms set forth in Article VIIParent, the Company shallshall permit representatives of Parent, afford the managing underwriter of the IPO and representative of such managing underwriter to Parent and Parent's Representatives have reasonable accessaccess (at all reasonable times, at reasonable times and in a manner so as shall not unreasonably to interfere with the normal business or operations of the Company or any Subsidiary thereofCompany), subject to compliance with applicable law (including but not limited to antitrust law) and the execution and delivery to Parent by such underwriter of confidentiality agreements, to the officers, employees, accountants, agentsall premises, properties, offices financial, tax and other facilities and to all books, records, contracts and other assets accounting records (including the work papers of the Company Company’s independent accountants), contracts, other records and its Subsidiariesdocuments, and the Company shallpersonnel, furnish promptly of or pertaining to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Any information obtained by the Company from Parent or Merger Sub with respect to Parent, Merger Sub, or the IPO and any information obtained by Parent or Merger Sub or their representatives from the Company shall comply withbe subject, to the extent applicable, to the terms and shall cause their respective Representatives to comply withconditions of that certain letter agreement, all dated March 25, 2010 and executed by the Company as of their respective obligations under April 6, 2010 (the “Confidentiality Agreement”), dated July 22, 2014 by and between Parent and the Company (regarding the "Confidentiality Agreement")confidential treatment of certain information, which shall survive the termination of this Agreement in accordance with the terms set forth thereinof which are incorporated herein by reference.

Access to Information; Confidentiality. (a) From Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article ARTICLE VII, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent's ’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices offices, and other facilities and to all books, records, contracts contracts, and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. The Neither the Company nor any of its Subsidiaries shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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)Law. No investigation shall affect the Company's representations and warranties ’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22October 25, 2014 2023, between Parent and the Company (the "“Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement hereof until the earlier to occur of the Effective Time Closing or the earlier termination of this Agreement in accordance with the terms set forth in Article VIIits terms, the Company shall, and shall cause its Affiliates to, afford to Parent Buyer and ParentBuyer's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, counsel and other representatives full and reasonable access during normal business hours (and at such other times as the parties may mutually agree) to their properties, offices and other facilities and to all books, recordscontracts, contracts commitments, records and other assets of the Company and its Subsidiariespersonnel and, and the Company shallduring such period, furnish promptly to Parent such Buyer (a) a copy of each report, schedule and other document filed or received by them pursuant to the requirements of the Exchange Act and the Securities Act, and (b) all other information concerning their business, properties and personnel as Buyer may reasonably request, including information regarding customers, suppliers and personnel and the opportunity to meet with such Persons to discuss their business and properties of the relations with Company as Parent may reasonably request from time to timeor its Affiliates. The Company shall, and shall NOT be required to provide cause its Affiliates to, permit Buyer full access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties Intellectual Property Rights. Buyer shall use their reasonable best efforts to cause such information to be provided conduct its review in a manner that would reasonably calculated not result in such jeopardy to disrupt Company's or contravention)its Affiliates' business and operations. No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Section 8.1 shall limit any representation or warranty of Company. (b) Buyer shall hold, and shall cause its employees, agents and representatives to hold, in confidence all "Confidential Information" in accordance with the terms of the Confidentiality Agreement, dated November 23, 1999, between Buyer and Imperial Capital, LLC (the "CONFIDENTIALITY AGREEMENT"), which shall remain in full force and effect in accordance with the terms thereof, including in the event of any termination of this Agreement. (bc) Parent and the Company shall comply withhold, and shall cause their respective Representatives its employees, agents and representatives to comply withhold, in confidence, unless compelled to disclose by non-appealable judicial or administrative process or, in the opinion of its counsel, by applicable Law, all documents and information concerning Buyer or any of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the its Affiliates furnished to Company (the "Confidentiality Agreement"), which shall survive the termination or any of this Agreement its Affiliates in accordance connection with the terms set forth thereinTransactions, except to the extent that such information can be shown to have been (i) previously known to Company, (ii) in the public domain through no fault of Company, or (iii) later lawfully acquired by Company from other sources not under a confidentiality obligation to Buyer or any of its Affiliates.

Access to Information; Confidentiality. (a) From The Company shall afford and shall cause the date of this Agreement until Subsidiary to afford the earlier Parent and its accountants, counsel, financial advisors and other representatives, full access, during normal business hours upon reasonable notice throughout the period prior to occur the Closing, to the Company’s and the Subsidiary’s properties and facilities, books, financial information (including working papers and data in the possession of the Effective Time or Company’s independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the termination Company’s systems of this Agreement in accordance with the terms set forth in Article VIIinternal control), the Company shall, afford to Parent Contracts and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations records of the Company or any Subsidiary thereofand, to the officersduring such period, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, shall furnish promptly to Parent such other information concerning the business businesses, properties and properties personnel of the Company as the Parent may shall reasonably request from time request; provided, however, such investigation shall not unreasonably disrupt the Company’s operations. Prior to timethe Closing, the Company shall generally keep the Parent informed as to all material matters involving the operations and businesses of the Company. The Company shall NOT authorize and direct the appropriate directors, managers and employees of the Company to discuss matters involving the operations and business of the Company with representatives of the Parent. (b) All nonpublic information provided to, or obtained by, the Parent in connection with the transactions contemplated hereby shall be required to provide access “Confidential Information” for purposes of the Confidentiality Agreement, dated as of November 13, 2013 between the Parent and the Company (the “Confidentiality Agreement”), the terms of which shall continue in force until the Closing. No information provided to or disclose information where such access or disclosure would jeopardize obtained by the protection of attorney-client privilege or contravene any Law (it being agreed that the parties Parent pursuant to Section 5.2(a) 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available hereunder to the Parent or Merger Subsidiary (including the Parent’s right to seek indemnification pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"ARTICLE VIII), which shall survive or the termination of this Agreement in accordance with representations or warranties of, or the terms set forth thereinconditions to the obligations of, the parties hereto.

Access to Information; Confidentiality. (a) From Subject to applicable Laws relating to the date exchange of this Agreement until information, the earlier Company agrees that, prior to occur of the Effective Time Closing or the termination of this Agreement in accordance with Article VIII, Parent and its Representatives shall be entitled to make such investigation of the terms set forth in Article VIIproperties, assets, businesses and operations of the Company shalland its Subsidiaries and such examination of the books, afford records and financial condition of the Company and its Subsidiaries as Parent reasonably requests, and to make extracts and copies of such books and records (provided, however, that the foregoing shall not require the Company or its Subsidiaries to provide any such access or disclose any information to the extent the provision of such access or such disclosure would contravene applicable Law or jeopardize the loss of an attorney-client privilege). No investigation by Parent prior to or after the date of this Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or the Seller contained in this Agreement or the Company Documents. Any such investigation by Parent shall occur during the normal business hours of the Company and Parent's Representatives reasonable access, at reasonable times and in a manner as its Subsidiaries but shall not unreasonably interfere with any of the business businesses or operations of the Company or any Subsidiary thereofits Subsidiaries. In order that Parent may have full opportunity to make such physical, to business, accounting and legal review, examination or investigation as it may reasonably request regarding the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets affairs of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their commercially reasonable best efforts to cause its Representatives to cooperate fully with Parent’s Representatives in connection with such review and examination. Parent and its Representatives shall hold information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect received from the Company's representations Company and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary its Subsidiaries pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement Section 6.5 in confidence in accordance with the terms set forth thereinof the Confidentiality Agreement.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the The Company shall, shall afford to Parent Parent, and to Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agentscounsel, financial advisors and other representatives, access during reasonable business hours during the period prior to the Effective Time to (i) all of the Company's properties, offices books, contracts, commitments, personnel and records and other facilities information and business documents, (ii) by appointment, the Company's independent reserve engineers and accountants and (iii) the premises of the Company for the purpose of inspecting the books and records of the Company, provided that access to all booksthe premises shall be permitted only with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed). During the period prior to the Effective Time, records, contracts and other assets Parent will have the full cooperation of the Company in confirming the nature of the relationships between the Company and its Subsidiariescustomers, working interest owners, contractors and suppliers, including whether or not such relationships are satisfactory and whether or not such relationships are expected to continue after the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to timeMerger. The Company shall NOT be required have the right to provide access to or disclose information where have a representative present at all times of any such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations inspections, interviews and warranties contained herein, or limit or otherwise affect the remedies available to communications conducted by Parent or Merger Subsidiary pursuant to this Agreementits representatives. (b) Neither any investigation conducted by Parent and or its representatives pursuant to this Section 6.02 nor the results thereof shall ------------ affect any representation or warranty of the Company contained in this Agreement or the ability of Parent to rely thereon. All information exchanged pursuant to this Section 6.02 shall comply withbe subject to the confidentiality agreement dated ------------ December 14, and shall cause their respective Representatives to comply with2000, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company and Parent (the "Confidentiality --------------- Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.. ---------

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the Company shall, shall afford to Parent and Parent's ’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereofCompany, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its prior Subsidiaries, and the Company shall, shall furnish promptly to Parent such other information concerning the business and properties of the Company and its prior Subsidiaries as Parent may reasonably request from time to time. The Company shall NOT not be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's ’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary Sub pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 2215, 2014 2011, between Parent and the Company (the "“Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier The Company shall and shall cause its Subsidiaries to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the Company shall, (i) afford to Parent Parent, and to Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agentscounsel, financial advisors and other representatives, access during reasonable business hours during the period prior to the Effective Time to (x) all of the Company's properties, offices books, contracts, commitments, personnel and records and other information and business documents, (y) by appointment, the Company's independent reserve engineers and accountants and (z) the premises and facilities of the Company, provided that access to the premises and facilities shall be permitted only at times and upon conditions reasonably acceptable to all booksParent and the Company (consent by the Company not to be unreasonably withheld), recordsand (ii) promptly furnish such information as may be reasonably requested from time to time by Parent or its representatives. During the period prior to the Effective Time, Parent shall not contact any of the Company's customers, working interest owners, contractors, lenders, lessors, parties to contracts and other assets of with the Company and its Subsidiariessuppliers, except at such times and upon such conditions as may be reasonably agreed upon by the Company and Parent, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to timeCompany's agreement shall not be unreasonably withheld. The Company shall NOT be required have the right to provide access to or disclose information where have representatives present at all times of any such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations inspections, interviews and warranties contained herein, or limit or otherwise affect the remedies available to communications conducted by Parent or Merger Subsidiary pursuant to this Agreementits representatives. (b) Neither any investigation conducted by Parent and or its representatives pursuant to this Section 6.02 or otherwise nor the results thereof shall affect any representation or warranty of the Company contained in this Agreement or the ability of Parent to rely thereon. All information exchanged pursuant to this Section 6.02 shall comply withbe subject to the confidentiality agreement dated February 17, and shall cause their respective Representatives to comply with2003, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company and Parent (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From To the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the Company shall, afford to Parent extent permitted by applicable Law and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, subject to the officersConfidentiality Agreement dated April 21, employees2004, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which the Company shall survive afford to Parent and to the termination officers, employees, accountants, counsel, financial advisors and other representatives of Parent, reasonable access during normal business hours during the period prior to the Effective Time, to the Acquired Companies' properties, books, contracts, commitments, personnel and records and, during such period, the Company shall furnish promptly to Parent all other information concerning each Acquired Company's business, properties and personnel as Parent may reasonably request; provided that no investigation pursuant to this Agreement Section 5.4 shall affect or modify any representation or warranty given by the Company. Parent agrees that it shall coordinate its contacts with the Company's personnel (other than the Senior Management) with a member of Senior Management, but in any event such personnel shall be made available for such contacts at reasonable times as requested by Parent prior to the Effective Time. Parent shall hold, and shall cause its respective officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in accordance with the terms set forth thereinof the Confidentiality Agreement. Notwithstanding anything herein to the contrary herein or in the Confidentiality Agreement, Parent (and any employee, representative or other agent of Parent) may disclose to any and all parties, without limitation of any kind, the Tax treatment and Tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other Tax analyses) that are provided to it relating to such Tax treatment and Tax structure. However, any such information relating to the Tax treatment or Tax structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities Laws.

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIITime, the Company shall, afford shall (and shall cause its subsidiaries to): (i) provide to Parent (and Parent's Representatives reasonable accessits officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives collectively, "Representatives") access at reasonable times and in a manner as shall not unreasonably interfere with the during normal business or operations of the Company or any Subsidiary thereof, hours upon prior notice to the officers, employees, accountants, agents, properties, offices and other facilities of the Company and the Company Significant Subsidiaries and to all booksthe books and records thereof; and (ii) furnish promptly such information concerning the business, recordsproperties, contracts contracts, assets, liabilities, personnel and other assets aspects of the other party and its subsidiaries as the other party or its Representatives may reasonably request; provided, however, that the parties shall use reasonable best efforts to limit such access as provided in clauses (i) and (ii) in such a way as to minimize disruption to the operations of the business of the Company and its Subsidiariessubsidiaries. Parent shall, and the Company shallParent shall cause its Representatives to, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause keep such information to be provided confidential in a manner that would not result in such jeopardy or contravention). No investigation shall affect accordance with the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all terms of their respective obligations under the Confidentiality Agreement, dated July 22as supplemented, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive . From and after the termination date of this Agreement in accordance with the terms set forth thereincase of Lasertron, Inc. and after the printing and mailing of the Proxy Statement in the case of the other Company Significant Subsidiaries, the Company and Parent shall, and the Company shall cause the Company Significant Subsidiaries to cooperate in order to provide for an orderly transition as of the Effective Time.

Access to Information; Confidentiality. (a) Access to Information. From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article ARTICLE VII, each of Parent and the Company shall, and shall cause their respective Subsidiaries (if any) to, afford to Parent the other and Parent's their respective Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of Parent, the Company or any Subsidiary thereofof their respective Subsidiaries (if any), to the officers, employees, accountants, agents, properties, offices offices, and other facilities and to all books, records, contracts contracts, and other assets of Parent, the Company and its Subsidiariestheir respective Subsidiaries (if any). Further, each of Parent and the Company shall, and shall cause their respective Subsidiaries (if any) to, furnish promptly to the Company or Parent such other information concerning the business and properties of Parent, the Company and their respective Subsidiaries (if any) as the other of the Company or Parent may reasonably request from time to time. The None of Parent, the Company nor any of their respective Subsidiaries (if any) shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to the Company, Parent or Merger Subsidiary Sub pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier hereof to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIITime, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the "REPRESENTATIVES") of the Company to, afford to the Representatives of Parent and Parent's Representatives reasonable access, access at all reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, upon reasonable notice to the officers, employees, accountants, agents, properties, offices and other facilities facilities, books and to all books, records, contracts major customers, vendors and other assets business partners of the Company and its Subsidiaries, and shall furnish Parent with all financial, operating and other data and information, copies of securities filings, stockholder and third-party communications and other material documents as Parent or Sub, through its Representatives, may reasonably request; PROVIDED, that, prior to the receipt by the Company shallof certain required third party consents, furnish promptly this SECTION 6.2(a) shall not apply to Parent such other information concerning the business and properties of those agreements, referred to on SCHEDULE 6.2(a), which may not be disclosed by the Company as Parent may reasonably request from time to timewithout the prior consent of third parties. The Company shall NOT be required use commercially reasonable, good faith efforts to obtain each such consent prior to the Effective Time. Nothing in this SECTION 6.2(a) shall require the Company to provide access to or disclose information where such access or disclosure would jeopardize result in the protection loss of any attorney-client privilege or contravene any Law privilege. The parties hereto shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. The Company and Parent will remain subject to the terms of mutual nondisclosure agreement, dated October 17, 2002 (it being agreed that the 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"CONFIDENTIALITY AGREEMENT"). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company No investigation pursuant to this SECTION 6.2 shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of limit or modify in any way or affect any representation or warranty in this Agreement in accordance with of any party hereto or any condition to the terms set forth thereinobligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier Upon reasonable notice and subject to occur of the Effective Time or the termination of this Agreement restrictions contained in accordance with the terms set forth in Article VIIconfidentiality agreements (from which such party shall use reasonable efforts to be released), the Company shall, shall (and shall cause its subsidiaries to) and Parent shall (and shall cause its subsidiaries to) (i) afford to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agentscounsel and other representatives of the other, reasonable access, during the period after the execution and delivery of this Agreement and prior to the Effective Time, to the properties, offices and other facilities and to all books, recordscontracts, contracts commitments and other assets records of the Company and its Subsidiariesor the Parent, and the Company shallas applicable, and, (ii) during such period, furnish promptly to Parent such the other all information concerning the business business, properties and properties personnel of the Company or the Parent, as Parent applicable, as such other party may reasonably request request, and each shall make available to the other the appropriate individuals (including attorneys, accountants and other professionals) for discussion of the Company's or Parent's, as applicable, business, properties and personnel as either Parent or the Company may reasonably request. All such information shall be kept confidential in accordance with the terms of the confidentiality letter, dated July 27, 2001 (the "Parent Confidentiality Agreement"), from time Parent to timethe Company and the confidentiality letter, dated July 30, 2001 (the "Company Confidentiality Agreement") from the Company to Parent, and such information shall not be used by a party for any purpose other than completing this Agreement or subsequently acting in accordance with its terms. The Company shall NOT Notwithstanding the provisions of this Section 5.03, a party will not be required to provide access or to or disclose information where such access or disclosure would jeopardize violate any law or any confidentiality agreement in effect on the protection date hereof between such party and a third party or, in the opinion of counsel to such party, would result in the waiver of any attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreementwork-product protection. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From During the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIPre-Closing Period, the Company shall, afford to Parent and Parent's Representatives its representatives (including any financing sources and their respective representatives) shall continue to have reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the access during normal business or operations of the Company or any Subsidiary thereof, hours to the officers, employees, accountants, agents, properties, offices books and other facilities and to all books, records, contracts and other assets records (consistent with applicable Law regarding privacy) of the Company and its Subsidiaries, and the Company shall, furnish promptly Subsidiaries to Parent conduct such other information concerning the business and properties of the Company inspections as Parent may reasonably request request. Any inspection pursuant to this Section 5.2 will be conducted in such a manner so as not to interfere unreasonably with the conduct of the businesses of the Company and its Subsidiaries and in no event will any provision hereof be interpreted to require the Company or its Subsidiaries to permit any inspection, or to disclose any information, that the Company determines in good faith may waive any attorney-client or similar privilege that it or its Subsidiaries may hold or conflict with any of its obligations, or the obligations of its Subsidiaries, with respect to confidentiality. The foregoing notwithstanding, neither Parent nor any of its representatives shall contact any of the employees (other than the senior officers identified by the Company to Parent), landlords, customers or suppliers of the Company or its Subsidiaries without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed; it being acknowledged that any and all such contacts will be arranged by and coordinated with the Company. All information exchanged pursuant to this Section 5.2 shall be subject to the Non-Disclosure Agreement, dated as of May 1, 2014 between the Company and Parent, as amended from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize time (the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the “Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the The Company shall, and shall cause its Subsidiaries to, afford to Parent Parent, and to Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agentscounsel, financial advisors and other representatives, access during reasonable business hours during the period prior to the Effective Time to (i) all of the Company's and its Subsidiaries' properties, offices books, contracts, commitments, personnel and records and other facilities information and to all booksbusiness documents, records, contracts (ii) the Company's independent accountants and other assets (iii) the premises of the Company and its Subsidiaries, Subsidiaries for the purpose of inspecting the books and the Company shall, furnish promptly to Parent such other information concerning the business and properties records of the Company as and its Subsidiaries and/or performing environmental assessments, provided that access to the premises shall be permitted only with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed). During the period prior to the Effective Time, Parent may reasonably request from time will have the full cooperation of the Company in confirming the nature of the relationships between the Company and its Subsidiaries and their customers, contractors and suppliers, including whether or not such relationships are satisfactory and whether or not such relationships are expected to timecontinue after the Merger. The Company shall NOT be required have the right to provide access to or disclose information where have a representative present at all times of any such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations inspections, interviews and warranties contained herein, or limit or otherwise affect the remedies available to communications conducted by Parent or Merger Subsidiary pursuant to this Agreementits representatives. (b) Neither any investigation conducted by Parent and or its representatives pursuant to this Section 6.02 nor the results thereof shall affect any representation or warranty of the Company contained in this Agreement or the ability of Parent to rely thereon. All information exchanged pursuant to this Section 6.02 shall comply withbe subject to the Mutual Confidentiality/Non-disclosure Agreement dated August 9, and shall cause their respective Representatives to comply with2002, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company and Parent (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIVIII, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent's ’s Representatives reasonable access, at reasonable times during normal business hours and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. The Neither the Company nor any of its Subsidiaries shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective its Affiliates and Representatives to comply with, all of their respective Parent’s obligations under the Confidentiality Agreement, dated July 22January 31, 2014 2013, between Parent and Xxxxxx, Xxxxxxxx & Company, Incorporated, on behalf of the Company (the "“Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a1) From the date of this Agreement hereof until the earlier to occur of the Effective Time or and the termination of this Agreement in accordance with the terms set forth in Article VIIAgreement, the Company shallshall give the Purchaser and its representatives (a) upon reasonable notice, afford reasonable access during normal business hours to Parent its and Parent's Representatives reasonable accessits Subsidiaries’ (i) premises, at reasonable times (ii) property and in a manner assets (including all books and records, whether retained internally or otherwise), (iii) Contracts, Company Leases and Authorizations, and (iv) senior personnel, so long as shall the access does not unreasonably unduly interfere with the business or operations Ordinary Course conduct of the Company business of the Company; and (b) such financial and operating data or any Subsidiary thereof, other information with respect to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets or business of the Company and its SubsidiariesSubsidiaries as the Purchaser from time to time reasonably requests. The Company shall continue to afford the Purchaser and its representatives access to the Company Data Room. Without limiting the foregoing, and subject to the terms of any existing Contracts: (i) the Company shall, furnish promptly upon the Purchaser’s request, facilitate discussions between the Purchaser and any third party from whom consent may be required or with whom the Company or any of its Subsidiaries does business; and (ii) the Purchaser and its representatives shall, upon reasonable prior notice, have the right to Parent such other information concerning the business and properties conduct inspections of each of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to Company’s and its Subsidiaries’ properties. (2) Investigations made by or disclose information where such access on behalf of the Purchaser, whether under this Section 4.5 or disclosure would jeopardize otherwise, will not waive, diminish the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained hereinscope of, or limit or otherwise affect any representation or warranty made by the remedies available to Parent or Merger Subsidiary pursuant to Company in this Agreement. (b3) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under The Purchaser acknowledges that the Confidentiality Agreement, dated July 22, 2014 between Parent Agreements continue to apply and the Company (the "Confidentiality Agreement"), which that any information provided under Section 4.5(1) above that is non-public and/or proprietary in nature shall survive the termination of this Agreement in accordance with be subject to the terms set forth thereinof the Confidentiality Agreements.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the The Company shall, afford and shall cause its Subsidiaries, to: (i) provide to Parent and Parent's its Representatives reasonable access, access at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, upon prior notice to the officers, employees, accountants, agents, properties, offices books and other facilities and to all books, records, contracts and other assets records of the Company and its Subsidiaries, ; and the Company shall, (ii) furnish promptly to Parent such other information concerning Company and its Subsidiaries as Parent or its Representatives may reasonably request. Without limiting the business foregoing, Parent and properties its Representatives (including its financing sources) shall have the right to conduct appraisal and environmental and engineering inspections of each of the Company as Properties; PROVIDED, HOWEVER, that neither Parent may reasonably request from time nor its Representatives shall have the right to time. The Company shall NOT be required take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene perform any Law (it being agreed that the 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)invasive testing procedure on any building. No investigation shall conducted under this Section 5.3(a), however, will affect the Company's representations and warranties contained herein, or limit be deemed to modify any representation or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to warranty made in this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22February 28, 2014 2005 (the "CONFIDENTIALITY AGREEMENT"), between Parent Blackstone Real Estate Acquisitions IV L.L.C. and the Company with respect to the information disclosed under this Section 5.3. (the "Confidentiality Agreement"), which shall survive the termination of c) Nothing contained in this Agreement in accordance shall give Parent, directly or indirectly, rights to control or direct the Company's or its Subsidiaries' operations prior to the Effective Time. Prior to the Effective Time, the Company shall, consistent with the terms set forth thereinand conditions of this Agreement, exercise complete control and supervision over the operations of the Company and its Subsidiaries.

Access to Information; Confidentiality. (a) From To the date of this Agreement until extent permitted by applicable Law (including European and Italian privacy Law), the earlier Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries to) afford Parents’ representatives reasonable access, during normal business hours throughout the period prior to occur the Effective Time, to its officers, employees, auditors, to its properties, offices, books, contracts and records (including Tax records and the workpapers of the Effective Time Company’s independent accountants), and, during such period, the Company shall (and shall cause its Subsidiaries to) (i) furnish promptly to Parent and Sub all information concerning its business, properties and personnel as may reasonably be requested, (ii) help facilitate reasonable access for Parent, at such times as Parent and its representatives may reasonably request, to persons having a material business relationship with the Company; and (iii) otherwise assist Parent and its representatives in becoming familiar with the Company’s existing and prospective businesses and assets and liabilities to such extent and at such times as Parent and its representatives may reasonably request. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly or the termination of this Agreement indirectly, in confidence in accordance with the terms set forth in Article VII, the Company shall, afford to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Confidentiality Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives No information or knowledge obtained in any investigation pursuant to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement will affect any of the representations or warranties of the parties hereto contained in accordance with this Agreement or the terms set forth thereinconditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. a. Except as prohibited by applicable Law (a) From including antitrust Law), from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIITime, the Company shall, afford : (i) provide to Parent (and Parent's Representatives ’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access, at reasonable times during normal business hours and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereofupon prior reasonable notice, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, Subsidiaries and to the Company shall, books and records thereof; and (ii) furnish promptly to Parent such other information concerning the business business, properties, contracts, assets, liabilities, personnel and properties other aspects of such party and its subsidiaries as Parent or its Representatives may reasonably request, except for (x) documents prepared in connection with the consideration of a Competing Transaction that did not result from a breach of Section 6.04, or (y) materials prepared in connection with the Company Board’s consideration of the Company as Parent may reasonably request from time Transactions (unless otherwise required to time. The be furnished pursuant to this Agreement or applicable Law); provided, however, that the Company shall NOT be required have no obligation to provide access to or disclose information where such access or disclosure would jeopardize furnish such information to the protection extent it may result in the loss of attorney-client privilege or contravene any Law (it being agreed that the privilege. The parties shall hereto will use their commercially reasonable best efforts to cause such make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. b. All information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to obtained by Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company Section 6.03 shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreementbe kept confidential in accordance with that certain confidentiality letter agreement, dated July 22August 30, 2014 2012, between Parent and the Company (the "“Confidentiality Agreement"”), which . c. No investigation pursuant to this Section 6.03 shall survive the termination of affect any representation or warranty in this Agreement in accordance with of any party hereto or any condition to the terms set forth thereinobligations of the parties hereto.

Access to Information; Confidentiality. (a) From Except as required under any confidentiality agreement or similar agreement or arrangement to which the Company is a party or under applicable Law or the regulations or requirements of any securities exchange or quotation service or other self regulatory organization with whose rules the parties are required to comply, from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIITime, the Company shall, afford to Parent shall (and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, cause their respective subsidiaries to): (i) provide to the Parent (and its officers, directors, employees, accountants, agentsconsultants, legal counsel, financial advisors, investment bankers, agents and other representatives (collectively, “Representatives”)) access at reasonable times upon prior notice to the officers, directors, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, to the books and the Company shall, records thereof; and (ii) furnish promptly to Parent such other information concerning the business business, properties, Contracts, assets, liabilities, personnel and properties other aspects of the Company as the Parent or its Representatives may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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)request. No investigation conducted under this Section 6.3 shall affect the Company's representations and warranties contained herein, or limit be deemed to modify any representation or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to warranty made in this Agreement. (b) Parent and the Company The parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 Agreement between the Parent and the Company with respect to the information disclosed under this Section 6.3. (c) Prior to the "Confidentiality Agreement")Closing, which none of the Company, the Parent nor any of their Representatives shall survive disclose the termination terms of this Agreement in accordance with to any employee of the Company, other than the Company’s stockholders, officers and directors, without the prior written approval of the parties hereto; provided, that the Parent may disclose the terms set forth thereinof this Agreement and the transactions contemplated by this Agreement in any Parent SEC Reports filed by the Parent prior to the Closing.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIVIII, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent's Representatives reasonable access, at reasonable times during normal business hours and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. The Neither the Company nor any of its Subsidiaries shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective its Affiliates and Representatives to comply with, all of their respective Parent's obligations under the Confidentiality Agreement, dated July 22January 31, 2014 2013, between Parent and Xxxxxx, Xxxxxxxx & Company, Incorporated, on behalf of the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement hereof until the earlier to occur of the Effective Time Closing Date, or the termination of this Agreement in accordance with the terms set forth in Article VIIunder Section 9.1, upon reasonable prior notice from Buyer, the Company shall, shall (a) afford to Parent Buyer and Parent's Representatives its authorized representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the access during normal business or operations of the Company or any Subsidiary thereof, hours to the Company’s and its Subsidiaries’ books and records, facilities, assets, officers, directors, employees, attorneys, accountants, consultants, financial advisors and agents, properties, offices (b) provide Buyer with such financial and operating data and other facilities information with respect to the Business as Buyer may reasonably request, and (c) provide Buyer with reasonable access to all booksits and its Subsidiaries’ customers, recordsvendors and creditors. Notwithstanding the foregoing, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company Subsidiaries shall NOT not be required to disclose any information or provide access to or disclose information any Person where such disclosure or such access or disclosure would jeopardize the protection of any attorney-client privilege or contravene any Law (it being agreed that law, rule, regulation or Contract to which the parties shall use their reasonable best efforts to cause such information to be provided in Company or its Subsidiary is a manner that would not result in such jeopardy or contravention)party. No investigation by Buyer shall affect the Company's ability of Buyer to rely on the representations and warranties contained herein, or limit or otherwise affect of the remedies available to Parent or Merger Subsidiary pursuant to Company in this Agreement. (b) Parent Buyer acknowledges that the information provided to it in connection with this Agreement and the transactions contemplated hereby is subject to the terms of the Nondisclosure Agreement between Buyer and the Company shall comply withdated February 3, 2010 (the “Nondisclosure Agreement”), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing Date, the Nondisclosure Agreement shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth thereinterminate.

Access to Information; Confidentiality. (a) From Except as required pursuant to the Confidentiality Agreement to which Parent and the Company are parties, or pursuant to applicable Law, from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, Time: (i) Company shall (and shall cause the Company shall, afford Subsidiaries to): (y) provide to Parent and Parent's Representatives reasonable accessthe officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent access at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, upon prior notice to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiariesthe Company Subsidiaries and to the books and records thereof, including access to conduct any reasonable environmental assessments, and the Company shall, (z) furnish promptly to Parent such other information concerning the business business, properties, contracts, assets, liabilities, personnel and properties other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request from time request; and (ii) Parent shall (and shall cause the Parent Subsidiaries to): (y) provide to time. The the Company shall NOT be required and the Company’s Representatives access at reasonable times and upon prior notice to provide access the officers, employees, agents, properties, offices and other facilities of Parent and the Parent Subsidiaries and to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law books and records thereof, and (it being agreed that z) furnish promptly to the parties shall use their reasonable best efforts to cause Company such information to be provided in a manner that would not result in such jeopardy concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of Parent and the Parent Subsidiaries as Company or contravention). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreementits representatives may reasonably request. (b) All information obtained by Parent and or the Company pursuant to this Section 6.3 shall comply with, and shall cause their respective Representatives to comply with, all be kept confidential in accordance with the terms of their respective obligations under the Confidentiality Agreement, dated July 22January 13, 2014 2005 between Parent and the Company (the "“Confidentiality Agreement"”), which . (c) No investigation pursuant to this Section 6.3 shall survive the termination of affect any representation or warranty in this Agreement in accordance with of any party hereto or any condition to the terms set forth thereinobligations of the parties hereto.

Access to Information; Confidentiality. (a) From Subject to applicable Laws relating to the date exchange of this Agreement until information, the earlier Company shall afford, and shall cause each of its Subsidiaries to occur of afford, upon reasonable advance notice, to Parent and Parent's Representatives, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIto all of its and its Subsidiaries' properties and other assets, the Company shallbooks, afford to Parent and Parent's Representatives reasonable accesscontracts, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereofcommitments, to the records, directors, officers, employees, attorneys, accountants, agents, properties, offices and auditors and other facilities advisors and, during such period, the Company shall furnish promptly, 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 by it during such period pursuant to the requirements of Federal or state securities Laws, (ii) all organizational documents, stock certificates and other evidences of equity interests, stockholders' registers and other registers of equity interests, minute books, recordscertificates of good standing, contracts authorizations to do business and other assets certified accounts of each Subsidiary of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such (iii) all other information concerning the business its and its Subsidiaries' business, properties of the Company and personnel as Parent may reasonably request from time to timerequest. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize Except for disclosures expressly permitted by the protection terms of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreementconfidentiality agreement, dated July 22as of November 5, 2014 2004, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"). Parent shall hold, which and shall survive cause its Representatives to hold, all confidential information received from the termination of Company, directly or indirectly, under this Agreement or otherwise in confidence in accordance with the terms set forth thereinConfidentiality Agreement.

Access to Information; Confidentiality. (a) From Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent's ’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices offices, and other facilities and to all books, records, contracts contracts, and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. The Neither the Company nor any of its Subsidiaries shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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)Law. No investigation shall affect the Company's representations and warranties ’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary Sub pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 225, 2014 2019, between Parent and Company Financial Advisor as agent for the Company (the "“Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time Closing or the termination of this Agreement in accordance with the terms set forth in Article VIIVI, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent's Royal Gold’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its SubsidiariesSubsidiaries (including the Contributed Assets), and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent Royal Gold such other information concerning the business and properties of the Company and its Subsidiaries as Parent Royal Gold may reasonably request from time to time. The Neither the Company nor any of its Subsidiaries shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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)Law. No investigation shall affect the Company's ’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary Royal Gold pursuant to this Agreement. . (b) Parent Royal Gold and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22March 6, 2014 2014, between Parent Royal Gold and the Company (the "“Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. a. Except as prohibited by applicable Law (a) From including antitrust Law), from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIITime, the Company shall, afford : (i) provide to Parent (and Parent's Representatives officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access, at reasonable times during normal business hours and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereofupon prior reasonable notice, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, Subsidiaries and to the Company shall, books and records thereof; and (ii) furnish promptly to Parent such other information concerning the business business, properties, contracts, assets, liabilities, personnel and properties other aspects of such party and its subsidiaries as Parent or its Representatives may reasonably request, except for (x) documents prepared in connection with the consideration of a Competing Transaction that did not result from a breach of Section 6.04, or (y) materials prepared in connection with the Company Board's consideration of the Company as Parent may reasonably request from time Transactions (unless otherwise required to time. The be furnished pursuant to this Agreement or applicable Law); provided, however, that the Company shall NOT be required have no obligation to provide access to or disclose information where such access or disclosure would jeopardize furnish such information to the protection extent it may result in the loss of attorney-client privilege or contravene any Law (it being agreed that the privilege. The parties shall hereto will use their commercially reasonable best efforts to cause such make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. b. All information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to obtained by Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company Section 6.03 shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreementbe kept confidential in accordance with that certain confidentiality letter agreement, dated July 22August 30, 2014 2012, between Parent and the Company (the "“Confidentiality Agreement"”), which . c. No investigation pursuant to this Section 6.03 shall survive the termination of affect any representation or warranty in this Agreement in accordance with of any party hereto or any condition to the terms set forth thereinobligations of the parties hereto.

Access to Information; Confidentiality. (a1) From the date of this Agreement hereof until the earlier to occur of the Effective Time or and the termination of this Agreement in accordance with Agreement, subject to Law and the terms set forth in Article VIIof any existing Contracts, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, Company Employees, independent auditors, advisers and agents to, afford the Purchaser and its officers, employees, agents and representatives such access as the Purchaser may reasonably request at all reasonable times, including for the purpose of facilitating integration business planning, to Parent their offices, properties, books and Parent's Representatives records, and shall make available to the Purchaser all financial data and other information as the Purchaser may from time to time reasonably request (including continuing access to the Data Room); provided that: (i) the Purchaser provides the Company with reasonable access, at reasonable times notice of any request under this Section 4.5(1); and (ii) access to any materials contemplated in this Section 4.5(1) (other than the materials in the Data Room) shall be provided during the Company’s normal business hours only and in a such manner as shall not to interfere unreasonably interfere with the conduct of the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets its Subsidiaries. (2) Investigations made by or on behalf of the Company and its SubsidiariesPurchaser, and whether under this Section 4.5 or otherwise, will not waive, diminish the Company shallscope of, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect any representation or warranty made by the remedies available to Parent or Merger Subsidiary pursuant to Company in this Agreement. (b3) Parent and The Confidentiality Agreement shall continue to apply until the Company shall comply withEffective Time, and any information provided under Section 4.5(1) is confidential and shall cause their respective Representatives be subject to comply withthe terms of the Confidentiality Agreement. If this Agreement is terminated in accordance with its terms, all of their respective the obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which Agreement shall survive the termination of this Agreement in accordance with the terms set forth thereinAgreement.

Access to Information; Confidentiality. (ai) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIVIII, the Company shall, shall afford to Parent and Parent's ’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereofCompany, to the officers, employees, accountants, agents, properties, offices offices, and other facilities and to all books, records, contracts contracts, and other assets of the Company and its SubsidiariesCompany, and the Company shall, shall furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT not be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties ’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary Sub pursuant to this Agreement. (bii) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22February 1, 2014 2019, between Parent and the Company (the "“Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. Upon reasonable notice and subject to the Mutual Confidentiality Agreement, between the Parent and the Company (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII“Confidentiality Agreement”), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the its officers, employees, accountants, agentscounsel, financial advisors and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to all its properties, offices and other facilities and to all books, recordscontracts, contracts commitments, personnel and other assets of the Company and its Subsidiariesrecords and, and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the Parent (a) 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 (b) all other information concerning its business, properties and personnel as the business and properties of the Company as Parent may reasonably request from time to time(including the Company's outside accountants work papers). The Company shall NOT not be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy law, rule, regulation, order or contravention)decree. No investigation review pursuant to this Section 5.7 shall affect limit the CompanyParent's representations and warranties contained hereinor Merger Sub's reliance on or the enforceability (or remedies with respect thereto) of any representation, warranty, covenant, or limit agreement made by the Company herein or otherwise affect the remedies available conditions to the obligations of the Parent or Merger Subsidiary pursuant to Sub under this Agreement. (b) . The Parent and the Company shall comply withwill hold, and shall will cause their respective Representatives its officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to comply withhold, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement any nonpublic information in accordance with the terms set forth thereinof the Confidentiality Agreement.

Access to Information; Confidentiality. (a) From The Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access during normal business hours during the date of this Agreement until the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with to all of its and its Subsidiaries’ properties, books and records and to those employees of the terms set forth in Article VIICompany to whom Parent reasonably requests access, and, during such period, the Company shallshall furnish, afford as promptly as practicable, to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company information concerning its and its Subsidiaries’ business, properties and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company personnel as Parent may reasonably request from time (it being agreed, however, that the foregoing shall not permit Parent or any such Representatives to timeconduct any soil or groundwater or other invasive environmental testing or sampling without the Company’s consent). The Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall NOT be required to provide access to or disclose information where the Company reasonably determines that such access or disclosure would jeopardize the protection of attorney-client privilege of the Company or any of its Subsidiaries or contravene any Law (it being agreed that the parties shall use their reasonable best efforts or any Contract to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and which the Company shall comply withor any of its Subsidiaries is a party. Except for disclosures expressly permitted by the terms of the confidentiality letter agreement dated as of March 30, and shall cause their respective Representatives to comply with2007, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (as it may be amended from time to time, the "“Confidentiality Agreement"”), which Parent shall survive hold, and shall cause its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives to hold, all information received from the termination of this Agreement Company or its Representatives, directly or indirectly, in confidence in accordance with the terms set forth thereinConfidentiality Agreement.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIVIII, the Company shall, shall afford to Parent and Parent's ’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereofCompany, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its SubsidiariesCompany, and the Company shall, shall furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT not be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's ’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary Sub pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22May 10, 2014 2012, between Parent Guarantor and the Company (the "“Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the The Company shall, afford to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations cause each of the Company or any Subsidiary thereofSubsidiaries to, afford to the Parent, and to Parent’s officers, employees, accountants, agentscounsel, financial advisors and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to their respective properties, offices and other facilities and to all books, recordscontracts, contracts commitments, personnel and other assets records in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiariesor the Company Subsidiaries and, and during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent such other all information concerning the business its business, properties and properties of the Company personnel as Parent may reasonably request from time request; provided, however, that the Company and any of the Company Subsidiaries may withhold any document or information the disclosure of which would violate applicable Law or any Contract with a third party or would result in the waiver of any legal privilege or work product protection. If any material is withheld pursuant to timethe proviso to the preceding sentence, the Company shall inform Parent as to the general nature of what is being withheld. All information exchanged pursuant to this Section 6.02 shall be subject to the confidentiality agreement dated June 6, 2006 between the Company and Parent (the “Confidentiality Agreement”). The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize hereby waives the protection provisions of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent Agreement as and to the Company (extent necessary to permit the "Confidentiality Agreement"), which shall survive consummation of the termination of this Agreement in accordance with the terms set forth thereintransactions contemplated hereby.

Access to Information; Confidentiality. Insofar as permitted by applicable law and the terms of the Confidentiality Agreement, the Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (aincluding for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) From during normal business hours and upon reasonable prior notice to the date of this Agreement until Company during the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIto all its and its Subsidiaries’ properties, books, Contracts, personnel and records and, during such period, the Company shall, afford shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and Parent's Representatives reasonable accessother document filed by it during such period pursuant to the requirements of Federal or state securities laws, at reasonable times (b) a copy of each correspondence or written communication with any United States Federal or state Governmental Entity and in a manner (c) all other information concerning its and its Subsidiaries’ business, properties and personnel as shall not unreasonably interfere with Parent may reasonably request. Except for disclosures expressly permitted by the business or operations terms of the Confidentiality Agreement dated August 25, 2006, as amended from time to time, between Parent and the Company or any Subsidiary thereof(as it may be amended from time to time, to the “Confidentiality Agreement”), Parent shall hold, and shall cause its officers, employees, accountants, agentscounsel, properties, offices financial advisors and other facilities and Representatives to hold, all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request received from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations , directly or indirectly, in confidence and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.Confidentiality Agreement. No investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto. Table of Contents

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent's ’s Representatives (including financing sources and their respective Representatives), upon reasonable accessprior notice, at reasonable times access during normal business hours and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. The Neither the Company nor any of its Subsidiaries shall NOT be required to provide access to or disclose information where pursuant to this Section 5.04(a) to the extent that the Company has determined in good faith (after consultation with its outside legal counsel) that such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22September 27, 2014 2010, between Parent and the Company (the "“Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From Subject --------------------------------------- to the date Confidentiality Agreement dated as of this Agreement until March 19, 1999, between Parent and the earlier Company (as it may be amended from time to occur of time, the "Confidentiality Agreement"), the Company shall afford to Parent, and to Parent's officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIto all its properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, afford shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, other document filed by it during such period pursuant to the requirements of United States Federal or state securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. Except as required by law, Parent will hold, and will cause its officers, employees, accountants, agentscounsel, properties, offices financial advisors and other facilities representatives and Affiliates to all bookshold, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other any nonpublic information concerning the business and properties of the Company as Parent may reasonably request received from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, directly or limit or otherwise affect indirectly, in accordance with the remedies available to Parent or Merger Subsidiary pursuant to this Confidentiality Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives Subject to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22Parent agrees to provide to the Company, 2014 between from time to time prior to the date on which Shareholder Approval is obtained, such information as the Company shall reasonably request to evaluate Parent and its business, financial condition, operations and prospects. Except as provided by law, the Company (the "Confidentiality Agreement")will hold, which shall survive the termination of this Agreement and will cause its officers and employees to hold, any nonpublic information received from Parent, directly or indirectly, in accordance with the terms set forth thereinConfidentiality Agreement.

Access to Information; Confidentiality. (a) From The Company shall afford to the date of this Agreement until Parent and its accountants, counsel, financial advisors and other representatives, full access, during normal business hours upon reasonable notice throughout the earlier period prior to occur the Closing, to the Company’s properties and facilities, books, financial information (including working papers and data in the possession of the Effective Time or Company’s independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the termination Company’s systems of this Agreement in accordance with the terms set forth in Article VIIinternal control), the Company shall, afford to Parent Contracts and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations records of the Company or any Subsidiary thereofand, to the officersduring such period, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, shall furnish promptly to Parent such other information concerning the business businesses, properties and properties personnel of the Company as the Parent may shall reasonably request from time request; provided, however, such investigation shall not unreasonably disrupt the Company’s operations. Prior to timethe Closing, the Company shall generally keep the Parent informed as to all material matters involving the operations and businesses of the Company. The Company shall NOT authorize and direct the appropriate directors, managers and employees of the Company to discuss matters involving the operations and business of the Company with representatives of the Parent. (b) All nonpublic information provided to, or obtained by, the Parent in connection with the Transactions shall be required to provide access “Confidential Information” for purposes of the Confidentiality Agreement, the terms of which shall continue in force until the Closing. No information provided to or disclose information where such access or disclosure would jeopardize obtained by the protection of attorney-client privilege or contravene any Law (it being agreed that the parties Parent pursuant to Section 5.2(a) 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available hereunder to the Parent or Merger Subsidiary (including the Parent’s right to seek indemnification pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"ARTICLE VIII), which shall survive or the termination of this Agreement in accordance with representations or warranties of, or the terms set forth thereinconditions to the obligations of, the parties hereto.

Access to Information; Confidentiality. During the period prior to the Effective Time of the Merger, the Company will, and will cause each Company Subsidiary to, (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIgive Parent, the Company shall, afford to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, counsel, financial advisors and other authorized representatives, at Parent's expense, (i) access during regular business hours to such offices, warehouses and other properties, to such employees, agents, properties, offices and other facilities independent accountants and to all such books, records, financial and operating data, contracts and other assets commitments as the Company believes is reasonably necessary in light of the transactions contemplated hereby and, during such period, the Company and its Subsidiarieswill, and the will cause each Company shallSubsidiary to, furnish promptly to Parent a copy of each report, schedule, registration statement and other document filed by it during such other information concerning period pursuant to the requirements of Federal or state securities laws; and (b) permit Parent, at its own expense, and its authorized representatives to make such inspections of real property and the improvements thereon, including, without limitation, environmental assessments or surveys, during regular business and properties hours as the Company believes is reasonably necessary in light of the transactions contemplated hereby; provided, however, that such access shall be conducted in such a manner as to (i) avoid any undue disruption of the normal business operations of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply withSubsidiaries and (ii) maintain the confidentiality of the Material, and shall cause their respective Representatives to comply with, all of their respective obligations under as defined in the Confidentiality Agreement, dated July 22March 11, 2014 between Parent and the Company 1998 (the "Confidentiality Agreement"), which shall survive between Parent and the termination of this Agreement Company, in accordance with the terms provisions set forth therein.

Access to Information; Confidentiality. (a) From The Company shall, and by consenting to or approving this Agreement, each Company Shareholder covenants and agrees that such Company Shareholder shall: (i) cooperate with all reasonable requests of the date Parent, Parent’s counsel and accountants in connection with the consummation of the transactions contemplated hereby and (ii) execute and deliver such other instruments and take such other actions as may be reasonably requested by the Parent or the managing underwriters of the IPO in order to carry out the intent of this Agreement until and to close the earlier to occur IPO including, without limitation, the execution and delivery of customary director and officer questionnaires, S-1 questionnaires and lock-up agreements. In furtherance, and not in limitation of the Effective Time or foregoing, upon the termination reasonable request of this Agreement in accordance with the terms set forth in Article VIIParent, the Company shallshall permit representatives of Parent, afford the managing underwriter of the IPO and representative of such managing underwriter to Parent and Parent's Representatives have reasonable accessaccess (at all reasonable times, at reasonable times and in a manner so as shall not unreasonably to interfere with the normal business or operations of the Company or any Subsidiary thereofCompany), subject to compliance with applicable law (including but not limited to antitrust law) and the execution and delivery to Parent by such underwriter of confidentiality agreements, to the officers, employees, accountants, agentsall premises, properties, offices financial, tax and other facilities and to all books, records, contracts and other assets accounting records (including the work papers of the Company Company’s independent accountants), contracts, other records and its Subsidiariesdocuments, and the Company shallpersonnel, furnish promptly of or pertaining to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Any information obtained by the Company from Parent with respect to Parent or the IPO and any information obtained by the Parent or its representatives from the Company shall comply withbe subject, to the extent applicable, to the terms and shall cause their respective Representatives to comply withconditions of the Consent Agreement and that certain letter agreement, all of their respective obligations under dated March 24, 2010 (the “Confidentiality Agreement”), dated July 22, 2014 by and between Parent and the Company (regarding the "Confidentiality Agreement")confidential treatment of certain information, which shall survive the termination of this Agreement in accordance with the terms set forth thereinof which are incorporated herein by reference.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article ARTICLE VII, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent's ’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices offices, and other facilities and to all books, records, contracts contracts, and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. The Neither the Company nor any of its Subsidiaries shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties ’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary Sub pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22August 28, 2014 2018, between Parent Danfoss Power Solutions GmbH & Co. OHG and the Company (the "“Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the Company shall, afford to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, Subject to the officersParties’ reasonable determination regarding limitations required by applicable Law or contractual arrangements, employees, accountants, agents, properties, offices Sellers shall and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause the Company to, and to cause the Company to cause the Company Subsidiaries and the officers, directors, employees and agents of the Company and the Company Subsidiaries, to, afford the officers, employees and agents of Parent and Purchaser, at their sole cost and risk, reasonable access at all reasonable times during normal business hours from the date hereof through the Closing Date to its officers, employees, agents, properties, facilities, books, records, Contracts and other Assets and shall furnish Parent and Purchaser all financial, operating and other data and information as Parent and Purchaser through their officers, employees or agents, may reasonably request. Subject to the Parties’ reasonable determination regarding limitations required by applicable law or contractual arrangements, Parent and Purchaser, at their sole cost and risk, may make such due diligence investigations as Parent and Purchaser shall deem necessary or reasonable, upon reasonable notice to the Company and without disruption or damage to Company’s operations or properties. Without limiting the foregoing, the Company Parties shall provide reasonable access with respect to information and personnel in connection with assessing and defending any action, suit, proceeding or investigations relating to be provided the Transactions by any Governmental Authority, and use its reasonable best efforts to permit Parent to meaningfully participate in a manner that would not result in such jeopardy any proceedings, meetings or contravention). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreementother communications relating thereto. (b) Parent From and after the Company shall comply withdate of this Agreement, unless required by applicable Law and except as contemplated by this Agreement, each Seller shall, and shall cause their respective Representatives to comply with, all each of their respective obligations under Affiliates to, keep confidential all proprietary or nonpublic information regarding the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth thereinPurchaser.

Access to Information; Confidentiality. (a) From 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 date of this Agreement until period prior to the earlier to occur of the Effective Time or and the termination of this Agreement in accordance with its terms, to such information, properties and personnel regarding the terms set forth Company as shall be reasonably necessary for Parent or Merger Sub to fulfill their respective obligations pursuant to this Agreement, to confirm that the representations and warranties of the Company contained herein are true and correct, to confirm that the covenants of the Company contained herein have been performed in Article VIIall material respects and to enable Parent, subject to applicable Law, to conduct integration planning in connection with, and in preparation for, the Merger, and, during such period, the Company shall, afford to Parent and Parent's Representatives reasonable accessshall cause each of its Subsidiaries to, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, also furnish promptly to Parent Parent: (a) 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 (b) all other information concerning the business its business, properties and properties of the Company personnel as Parent or Merger Sub may reasonably request from time (including Tax Returns filed); provided, however, that the foregoing shall not require the Company to time. The Company shall NOT be required disclose any information to provide access to or disclose information where the extent such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause applicable Law. All such information to shall be provided held confidential in a manner that would not result in such jeopardy or contravention). No investigation shall affect accordance with the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all terms of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 Agreement between Parent and the Company dated as of October 31, 2010 (the "“Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.. No investigation pursuant to this

Access to Information; Confidentiality. (a) From The Company shall: (i) cooperate with all reasonable requests of the date Parent, Parent’s counsel and accountants in connection with the consummation of the transactions contemplated hereby and (ii) execute and deliver such other instruments and take such other actions as may be reasonably requested by the Parent or the managing underwriters of the IPO in order to carry out the intent of this Agreement until and to close the earlier to occur IPO including, without limitation, the execution and delivery of customary director and officer questionnaires, S-1 questionnaires and lock-up agreements. In furtherance, and not in limitation of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIforegoing, the Company shall, afford to upon the reasonable request of Parent and at least two (2) Business Days notice, permit representatives of Parent's Representatives reasonable access, at reasonable times the managing underwriter of the IPO and representatives of such managing underwriter to have full access (during normal business hours, and in a manner so as shall not unreasonably to interfere with the normal business or operations of the Company or any Subsidiary thereofCompany), subject to the officers, employees, accountants, agentscompliance with applicable law (including but not limited to antitrust law) to all premises, properties, offices financial, tax and other facilities and to all books, records, contracts and other assets accounting records (including the work papers of the Company Company’s independent accountants), contracts, other records and its Subsidiariesdocuments, and personnel, of or pertaining to the Company shallor the Subsidiary. Notwithstanding the above, furnish promptly to Parent any such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such for access or disclosure would jeopardize information shall not extend to any information subject to a legally recognized claim of privilege unless expressly waived by the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts party entitled to cause claim such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreementprivilege. (b) Parent and Any information obtained by the Company shall comply with, and shall cause their respective Representatives to comply with, all or any Company Shareholder or any of their respective obligations under Representatives or Affiliates in connection with this Agreement or the Confidentiality transactions contemplated hereby shall be subject, to the extent applicable, to the terms and conditions of the Consent, Non-Solicitation and Standstill Agreement, dated July 22as of November 5, 2014 2010 (the “Consent Agreement”) and that certain letter agreement, dated March 24, 2010 (the “Confidentiality Agreement”), each by and between Parent and the Company (regarding the "Confidentiality Agreement"), which shall survive the termination confidential treatment of this Agreement in accordance with the terms set forth thereincertain information.

Access to Information; Confidentiality. (a) From During the period from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIITime, the Company shall, afford and shall cause each of its Subsidiaries to, and shall make reasonable requests to Parent the Company Managed Practices (and Parent's Representatives shall use all commercially reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with efforts to obtain the business or operations cooperation of the Company or any Subsidiary thereofManaged Practices with such requests) to, afford to the officers, employees, accountants, agentscounsel and other representatives of Parent and Acquisition (including financing sources and their officers, employees, accountants, counsel and other representatives), during normal business hours, access to all of the Company’s, its Subsidiaries’ and the Company Managed Practices’ properties, offices and other facilities and to all books, records, contracts leases, contracts, commitments, customers, officers, employees, accountants, counsel and other assets of the Company and its Subsidiariesrepresentatives. The Confidentiality Agreement dated February 27, 2004 between WCAS and the Company shall(the “Confidentiality Agreement”), furnish promptly shall apply with respect to Parent such information furnished thereunder or hereunder and any other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to activities contemplated thereby or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreementhereby. (b) Parent and During the period from the date hereof to the Effective Time, the Company shall comply withshall, and shall cause their respective Representatives each of its Subsidiaries to, promptly furnish to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and Acquisition and Parent and Acquisition shall promptly furnish to the Company (the "Confidentiality Agreement")i) a copy of each report, which shall survive the termination of this Agreement in accordance schedule, registration statement and other document filed by it with the terms set forth thereinSEC, or received by it from the SEC, during such period, and (ii) such other information concerning its business, properties and personnel as may be reasonably requested.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the The Company shall, afford to Parent and Parent's Representatives reasonable accessshall cause the Company Subsidiaries and the officers, at reasonable times directors, employees and in a manner as shall not unreasonably interfere with the business or operations agents of the Company or any Subsidiary thereofand the Company Subsidiaries, to to, afford the officers, employees and agents of Parent and Holdco complete access at all reasonable times from the date hereof through the Effective Date to its officers, employees, accountants, agents, properties, offices and other facilities and to all facilities, books, records, contracts and other assets of the Company and its Subsidiariesshall furnish Parent and Holdco all financial, operating and the Company shall, furnish promptly to Parent such other data and information concerning the business and properties of the Company as Parent and Holdco through their officers, employees or agents, may reasonably request from time request. Parent and Holdco shall have the right to time. The Company make such due diligence investigations as Parent and Holdco shall NOT be required to provide access to deem necessary or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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)reasonable. No investigation additional investigations or disclosures shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and Holdco shall, and Parent shall cause officers of Parent to, afford the officers and directors of the Company complete access at all reasonable times from the date hereof through the Effective Date to its and its subsidiaries' officers, properties, facilities, books, records and contracts and shall furnish the Company all financial, operating and other data and information as the Company through its officers, employees or agents, may reasonably request. The Company shall have the right to make such reasonable due diligence investigations as the Company shall comply withdeem necessary. No additional investigations or disclosures shall affect 35 40 Parent's or Holdco's representations and warranties contained herein, and shall cause their respective Representatives or limit or otherwise affect the remedies available to comply with, all the Company pursuant to this Agreement. (c) The provisions of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 confidentiality agreements between Parent and the Company (the "Confidentiality AgreementAgreements"), which ) shall survive the termination of this Agreement remain in full force and effect in accordance with the terms set forth thereintheir respective terms.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier Subject to occur of the Effective Time or the termination of this Agreement in accordance compliance with the terms set forth in Article VIIapplicable Law and Section 5.3(b), the Company shall, afford to and shall cause its Subsidiaries to, give Parent and Parent's its Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, access to the officers, employees, accountants, agentspersonnel, properties, offices books and other facilities and to all books, records, contracts and other assets records of the Company and its Subsidiaries, and the Company shallSubsidiaries during normal business hours, furnish promptly to Parent and its Representatives such financial and operating data and all other information concerning the business and properties of the Company as Parent such Persons may reasonably request from time and shall instruct its Representatives to timecooperate with Parent in its investigation of the business of the Company; provided, however, that no investigation of the Company's business shall affect any representation or warranty made by the Company hereunder. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection Parent will, and will cause each of attorney-client privilege or contravene any Law (it being agreed that the parties shall its Representatives to, use their its reasonable best efforts to cause such minimize any disruption to the businesses of the Company and its Subsidiaries that may result from requests for access, data and information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreementhereunder. (b) All information provided or obtained in connection with the transactions contemplated by this Agreement will be kept confidential by Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under in accordance with the Confidentiality Agreement, dated July 22January 5, 2014 2005, between Parent and the Company (the "Confidentiality Agreement"), which shall survive . In the termination event of a conflict or inconsistency between the terms of this Agreement in accordance with and the Confidentiality Agreement, the terms set forth thereinof this Agreement will govern. Notwithstanding the foregoing, the Company shall not be required to provide any information that it reasonably believes it may not provide to Parent by reason of contractual or legal restrictions, including applicable Laws, or which it believes is competitively sensitive information. In addition, the Company may designate any competitively sensitive information provided to Parent under this Agreement as "outside counsel only" and such information shall be given only to the outside counsel of Parent and may not be shared with Parent or any of its Subsidiaries or any of their respective Representatives (other than such outside counsel).

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article ARTICLE VII, upon receipt of one (1) Business Day’s prior written notice from Parent, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent's ’s Representatives reasonable access, at reasonable times access (during normal business hours unless otherwise agreed to by the Company) and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. The Neither the Company nor any of its Subsidiaries shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22April 27, 2014 2016, between Parent and the Company (the "“Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIVIII, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent's ’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. The Neither the Company nor any of its Subsidiaries shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's ’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary Sub pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 2212, 2014 2013, as amended, between Parent and the Company (the "“Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) From The Company shall, and shall cause the Company Subsidiaries and the officers, directors, employees and agents of the Company and the Company Subsidiaries to afford the officers, employees and agents of Parent and Merger Sub reasonable access at all reasonable times from the date of this Agreement until the earlier to occur of hereof through the Effective Time to the Company’s and the Company Subsidiaries’ officers, employees, agents, properties, facilities, books, records, Contracts and other assets and shall furnish Parent and Merger Sub all ongoing financial, operating and other data and information prepared by the Company or the termination Company Subsidiaries in the ordinary course of this Agreement in accordance business consistent with the terms set forth in Article VIIpast practice as Parent and Merger Sub through their officers, employees or agents, may reasonably request; provided, however, that the Company shallmay limit the foregoing access to its non-executive management employees, afford agents, properties and facilities to Parent and Parent's Representatives reasonable accessthe extent that such access or investigation would, at reasonable times and in a manner as shall not unreasonably the discretion of the Company’s chief executive officer, interfere with the business or respective businesses and operations of the Company or any Subsidiary thereof, of the Company Subsidiaries. (b) All access and investigation pursuant to this Section 5.7 shall be coordinated through the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets chief executive officer of the Company and its Subsidiaries, shall occur only upon reasonable notice and shall be conducted at Parent’s expense and in such a manner as not to interfere with the Company shall, furnish promptly to Parent such other information concerning normal operations of the business and properties of the Company as Parent may reasonably request from time to time. The or any of the Company shall NOT be required to provide access to Subsidiaries. (c) No additional investigations or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation disclosures shall affect the Company's ’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or and Merger Subsidiary Sub pursuant to this Agreement. (bd) Parent and The provisions of the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Non-Disclosure Agreement, dated July 22June 21, 2014 2007 between Parent and the Company (the "Confidentiality the“Company Non-Disclosure Agreement"), which ”) shall survive the termination of this Agreement remain in full force and effect in accordance with the terms set forth thereinits terms.

Access to Information; Confidentiality. (a) From Subject to the date existing confidentiality agreement dated as of this Agreement until December 3, 2001 (the earlier to occur of "Confidentiality Agreement"), between the Effective Time or Company and the termination of this Agreement in accordance with the terms set forth in Article VIIBuyer, upon reasonable notice, the Company shall, shall afford to Parent the Buyer and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agentscounsel, financial advisors and other representatives of the Buyer, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, offices and other facilities and to all books, recordscontracts, contracts commitments, personnel and other assets of records and, during such period, the Company and its Subsidiaries, and the Company shall, shall furnish promptly to Parent such other the Buyer a copy of all information concerning its business, properties and personnel as the business and properties of the Company as Parent Buyer may reasonably request from time to timerequest. The Company shall NOT not be required to provide access to or disclose information where such access or disclosure would jeopardize contravene any applicable law, rule, regulation, order or decree or would, with respect to any pending matter, result in a waiver of the protection of attorney-client privilege or contravene the protection afforded attorney work-product provided that this shall not relieve the Company of any Law (it being agreed that the parties obligations under Article II or Article VI of this Agreement. The Company shall use their reasonable best efforts to cause obtain from third parties any consents or waivers of confidentiality restrictions with respect to any such information being provided by it. The Buyer will hold, and will cause its respective officers, employees, accountants, counsel, financial advisors and other affiliates and representatives to be provided hold, any nonpublic information in a manner that would not result in such jeopardy or contravention). No investigation shall affect accordance with the Company's representations and warranties contained herein, or limit or otherwise affect terms of the remedies available to Parent or Merger Subsidiary pursuant to this Confidentiality Agreement. (b) Parent and By the Company execution of this Agreement, the terms of the Confidentiality Agreement shall comply with, be extended and shall cause their respective Representatives to comply with, all remain in full force and effect until the second anniversary of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the date of termination of this Agreement in accordance with the terms set forth therein.pursuant to Section 7.1

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time Closing or the termination of this Agreement in accordance with the terms set forth in Article VIIVI, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent's Royal Gold’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its SubsidiariesSubsidiaries (including the Contributed Assets), and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent Royal Gold such other information concerning the business and properties of the Company and its Subsidiaries as Parent Royal Gold may reasonably request from time to time. The Neither the Company nor any of its Subsidiaries shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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)Law. No investigation shall affect the Company's ’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary Royal Gold pursuant to this Agreement. (b) Parent Royal Gold and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22March 6, 2014 2014, between Parent Royal Gold and the Company (the "“Confidentiality Agreement"”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. The Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (aincluding for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) From during normal business hours and upon reasonable prior notice to the date of this Agreement until Company during the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIIto all its and its Subsidiaries’ properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, afford shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and Parent's Representatives reasonable accessother document filed by it during such period pursuant to the requirements of Federal or state securities laws, at reasonable times (b) a copy of each correspondence or written communication with any United States Federal governmental agency and in a manner (c) all other information concerning its and its Subsidiaries’ business, properties and personnel as shall not unreasonably interfere with Parent may reasonably request. Except for disclosures expressly permitted by the business or operations terms of the Confidentiality Agreement dated as of December 15, 2002 between Parent and the Company or any Subsidiary thereof(as it may be amended from time to time, to the “Confidentiality Agreement”), Parent shall hold, and shall cause its officers, employees, accountants, agentscounsel, properties, offices financial advisors and other facilities and Representatives to hold, all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request received from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, directly or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company shall comply withindirectly, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in confidence in accordance with the terms set forth thereinConfidentiality Agreement. No investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From The Company shall, and shall cause each of its Subsidiaries and the date of this Agreement until Company’s and such Subsidiaries’ Representatives to, afford to the earlier Parent and its Representatives complete access, at all reasonable times, during the period prior to occur the Effective Time, to all of the Effective Time or Company’s and any of its Subsidiaries’, properties, books, records, contracts, commitments and personnel and shall furnish the termination of this Agreement Parent all financial, operating and other data and information as the Parent may reasonably request. Unless otherwise required by law, the Parent will hold any such information which is nonpublic in confidence in accordance with the terms set forth in Article VIIConfidentiality Agreement. Without limiting the generality of the foregoing, the Company shall, afford within two business days of any request therefore, provide to the Parent the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act and Parent's Representatives reasonable access, at reasonable times and in any information to which a manner as shall not unreasonably interfere with the business or operations holder of Company Common Stock would be entitled under Section 220 of the DGCL (assuming such holder met the requirements of such section). The Company shall use its reasonable best efforts to secure for the Parent access to and copies of the workpapers of its independent public accountants. No information or knowledge obtained in any Subsidiary thereof, investigation pursuant to this Section or otherwise shall affect or be deemed to modify any representation or warranty contained in the Agreement or the conditions to the officersobligations of the parties to consummate the Offer or the Merger. Notwithstanding the foregoing, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its SubsidiariesSubsidiaries shall not be obligated to disclose any information if doing so would (i) violate any applicable laws, and rules or regulations, (ii) result in the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection loss of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts with respect to cause such information to (provided that such privilege cannot be provided reasonably sufficiently protected using a joint defense or other similar agreement) or (iii) result in a manner that would not breach of an agreement to which the Company or any of its Subsidiaries is a party or result in such jeopardy or contravention)the disclosure of trade secrets of third parties. No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) The Parent and the Company shall comply with, work together in scheduling and shall cause their respective Representatives to comply with, coordinating all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth thereininspections.

Access to Information; Confidentiality. (a) From the date of this Agreement hereof until the earlier to occur of the Effective Time or and the termination of this Agreement in accordance with Article VIII and subject to applicable Law and the terms set forth in Article VIIof the Confidentiality Agreement by and between Parent and the Company dated August 4, 2004 (the “Confidentiality Agreement”), the Company shall, and shall cause its Subsidiaries to, afford to Parent Parent’s officers, directors, employees, accountants, counsel, consultants, advisors and Parent's Representatives agents (“Representatives”) reasonable accessaccess to and the right to inspect, at during normal business hours, and upon reasonable times and in a manner as shall not unreasonably interfere with the business or operations advance notice, all of the Real Property, assets, records, Contracts and other documents related to the Company or any Subsidiary thereofand its Subsidiaries, and shall permit them to consult with the officers, employees, accountants, agents, properties, offices counsel and other facilities and to all books, records, contracts and other assets agents of the Company and its Subsidiaries, and Subsidiaries for the Company shall, furnish promptly to Parent purpose of making such other information concerning the business and properties investigation of the Company and its Subsidiaries as Parent shall reasonably desire to make. The Company shall furnish to Parent all such documents and copies of documents and records and information with respect to the Company and its Subsidiaries and copies of any working papers relating thereto as Parent may reasonably request from time to timerequest. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No Any investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent Section 5.3 shall be conducted in such manner as to not intervene unreasonably with the conduct of the business of the Company and the Company shall comply with, and shall cause their respective Representatives be reimbursed for any damages to comply with, all its property incurred as a result of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth thereinParent’s investigation.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the The Company shall, and shall use its commercially reasonable efforts to cause its Subsidiaries to, afford to Parent and Parent's Representatives its accountants, counsel, financial advisors and other representatives reasonable accessaccess during normal business hours and upon reasonable notice throughout the period prior to the Effective Time to their respective properties, at reasonable times books, contracts, commitments and in a manner records and, during such period, shall furnish such information concerning its businesses, properties and personnel as Parent shall reasonably request; provided, however, such access shall not unreasonably interfere disrupt the Company’s or its Subsidiaries’ respective operations and must be conducted in accordance with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect procedures established by the Company's representations and warranties contained herein. All nonpublic information provided to, or limit or otherwise affect obtained by, Parent in connection with the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and the Company transactions contemplated hereby shall comply with, and shall cause their respective Representatives to comply with, all be “Confidential Information” for purposes of their respective obligations under the Confidentiality Agreement, dated July 223, 2014 2003, by and between Parent and the Company and The Gates Group, LLC (the "“Confidentiality Agreement"”), the terms of which shall survive the termination of this Agreement and continue in accordance with full force and effect. Notwithstanding the terms set forth thereinforegoing, the Company shall not be required to provide any information which it reasonably believes it may not provide to Parent by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company or any of its Subsidiaries is required to keep confidential by reason of contract, agreement or other obligation to third parties. If any party discovers any breach of any representation or warranty contained in this Agreement or any circumstance or condition that upon the Effective Time would constitute such a breach, such party covenants that it will promptly so inform the other parties.

Access to Information; Confidentiality. (a) From The Company shall afford to Parent, and to Parent's officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access during normal business hours during the date of this Agreement until the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with to all of its and its Subsidiaries' properties, books and records and to those employees of the terms set forth in Article VIICompany to whom Parent reasonably requests access, and, during such period, the Company shallshall furnish, afford as promptly as practicable, to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company information concerning its and its Subsidiaries' business, properties and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company personnel as Parent may reasonably request from time (it being agreed, however, that the foregoing shall not permit Parent or any such Representatives to timeconduct any soil or groundwater or other invasive environmental testing or sampling without the Company's consent). The Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall NOT be required to provide access to or disclose information where the Company reasonably determines that such access or disclosure would jeopardize the protection of attorney-client privilege of the Company or any of its Subsidiaries or contravene any Law (it being agreed that the parties shall use their reasonable best efforts or any Contract to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (b) Parent and which the Company shall comply withor any of its Subsidiaries is a party. Except for disclosures expressly permitted by the terms of the confidentiality letter agreement dated as of March 30, and shall cause their respective Representatives to comply with2007, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), which Parent shall survive hold, and shall cause its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives to hold, all information received from the termination of this Agreement Company or its Representatives, directly or indirectly, in confidence in accordance with the terms set forth thereinConfidentiality Agreement.

Access to Information; Confidentiality. (a) From The Company shall, and shall cause its respective officers, employees, counsel, financial advisors and other representatives to, afford to Parent and its representatives reasonable access during normal business hours, during the date of this Agreement until the earlier period prior to occur of the Effective Time or of the termination of this Agreement in accordance with the terms set forth in Article VIIMerger, to its properties (leased and owned), assets, books, contracts, commitments, personnel, customers and records, and, during such period, the Company shall, afford and shall cause its respective officers, employees and representatives to, furnish promptly to Parent all reasonable information held by such person concerning its business, properties, financial condition, operations and Parent's Representatives reasonable access, at reasonable times personnel as Parent may from time to time reasonably request and in each case in such a manner so as shall not to unreasonably interfere with the normal business or operations of the Company or any Subsidiary thereofCompany. Parent will hold, to the and will cause its respective directors, officers, employees, accountants, agentscounsel, properties, offices financial advisors and other facilities representatives to hold, any nonpublic information in confidence, and to all books, records, contracts abide by the confidentiality provisions and other assets of restrictions on use set forth in the Company and its Subsidiaries, and the Company shall, furnish promptly Confidentiality Agreement referred to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time. The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law in paragraph (it being agreed that the 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). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreementc) below. (b) Parent and No investigation pursuant to this Section 5.01 shall affect any representations or warranties of the Company shall comply withparties herein or the conditions to the obligations of the parties hereto. (c) Notwithstanding any obligations of the parties hereto, and shall cause their respective Representatives the parties agree to comply with, all be bound until the Closing Date by the terms of their respective obligations under the Confidentiality Agreement, dated July 22as of December 4, 2014 2014, between Parent Parent, ecVision U.S. and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.Company. - 39 -