Common use of Access to Information Clause in Contracts

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”).

Access to Information. From Subject to the date Confidentiality Agreement and applicable Law (including Antitrust Laws) relating to the sharing of this Agreement until information, prior to the Effective TimeClosing Date, upon reasonable notice to the Company, the Company shall, and shall cause its Subsidiaries to, afford to Parent, upon its reasonable request, through Parent’s officers, employees and representatives, reasonable access to the properties (including the Real Property), businesses and operations and to all books, records, contracts and other assets of the Company and its Subsidiaries (including, for the avoidance of doubt, the Company providing Parent any forward-looking forecasts of cash flows of the Company or its Subsidiaries and other financial forecasts of the Company or its Subsidiaries, in each case, to the extent permitted by applicable law, prepared in the Company Ordinary Course of Business) (provided that Parent and Parent will, its representatives shall have access during normal business hours and upon reasonable requestin such a manner as not to interfere unreasonably with the business or operations of the Company) and, (a) give the other party at Parent’s cost and its counselexpense, financial advisors, auditors to make extracts and other authorized representatives reasonable access to the offices, properties, copies of such books and records of such party records. Parent and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized Parent’s representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably shall cooperate with the other party in Company and its investigation of the business of the Company or Parent, as the case may be; provided that such investigation representatives and shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall use their reasonable efforts to minimize any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject disruption to the terms of this Section 7.3)business. Notwithstanding anything herein to the foregoingcontrary, neither the Company, on the one hand, Company nor Parent, on the other hand, any of its Subsidiaries shall be required to provide any access to or disclose information which it reasonably believes it may not provide to where such access or disclosure would jeopardize the other by reason protection of any applicable law, which constitutes information protected by attorney/-client privilege, contravene any Law, or which it is required to keep confidential by reason of contract or agreement conflict with any third Person. Each party confidentiality obligations to which the Company or any of its Subsidiaries is bound (it being agreed that the parties shall use their commercially reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances cause such information to be provided in which a manner that would not result in such jeopardy, contravention or conflict). Notwithstanding anything to the restrictions contrary contained herein, prior to the Closing, without the prior written consent of a representative of the preceding sentence apply. All information obtained Company (who shall be identified in writing to Parent as the representative contemplated by Parent or the Company pursuant to this Section 7.3 6.1), (i) Parent shall be kept confidential in accordance withnot contact any suppliers to, and shall otherwise be subject to the terms or customers or employees of, the Confidentiality Agreement dated as Company or any of October 1, 2023 between its Subsidiaries and (ii) Parent and shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company (the “Confidentiality Agreement”)or any of its Subsidiaries.

Access to Information. From Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, give Purchaser and its Representatives, upon reasonable advance notice and during regular business hours, reasonable access to the books, records, personnel, officers and facilities of the Business (except that Purchaser shall not conduct any environmental sampling or analysis (including the sort customarily referred to as a Phase II Environmental Assessment) without the advance written consent of Seller, and without executing a customary access and indemnity agreement in respect thereto); provided, however, that any such access shall be conducted in a manner that complies with Section 6.03 and at Purchaser’s expense, at a reasonable time, under the reasonable supervision of Seller’s personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of Seller and its Subsidiaries. Notwithstanding anything contained in this or any other agreement between Purchaser and Seller executed on or prior to the date hereof, neither Seller nor any of this Agreement until the Effective Timeits Subsidiaries shall have any obligation to make available to Purchaser or its Representatives, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable requestor provide Purchaser or its Representatives with, (a) give the other party and any consolidated, combined or unitary Tax Return filed by Seller or any of its counselAffiliates or predecessors, financial advisorsor any related material, auditors and other authorized representatives reasonable access except to the officesextent that any such Tax Return or related material relates solely to the Transferred Entities, properties, books and records of such party and its Subsidiaries, the Business or the Transferred Assets or (b) furnish any information if making such information available would (i) reasonably be likely to the result in a waiver of any attorney-client or other party and legal privilege, or (ii) contravene any applicable Law, fiduciary duty or binding agreement (including any confidentiality agreement to which Seller or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (cAffiliates is a party) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that Seller shall cooperate in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts and requests for waivers that would enable otherwise required disclosure to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent Purchaser to occur without so jeopardizing privilege or the Company pursuant to this Section 7.3 shall be kept confidential in accordance withcontravening such Law, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”duty or agreement).

Access to Information. From the date of this Agreement until through the Effective Timeearlier of the Closing and such time as this Agreement is terminated in accordance with Article VIII, to the extent permitted by applicable law, Seller shall cause the Company and Parent willthe Company Subsidiaries to provide, during normal business hours solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable requestadvance notice and during regular business hours, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books assets, books, Contracts, insurance policies and records business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such party access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), (b) furnish would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the other party extent that Seller undertake and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation completes an appraisal of the business assets of the Company or Parentthe Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given reasonably requested by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Buyer.

Access to Information. From the date of this Agreement hereof until the Effective Time, to the extent permitted by applicable lawClosing, the Sellers shall, and shall cause the Company and Parent will, during normal business hours and upon reasonable request, to: (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives reasonable Representatives access to and the officesright to inspect all of the Company’s Real Property, properties, assets, premises, books and records of such party records, contracts, agreements and its Subsidiaries, other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party and Company Parties as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel the Representatives of Sellers and financial advisors the Company to reasonably cooperate fully with the other party Buyer in its investigation of the business of the Company or ParentCompany; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without with reasonable advance notice to the prior consent Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, such consent to be within neither the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that Sellers nor the Company Parties shall perform be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the actions set forth on Section 7.3 Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Disclosure Schedules Business after Closing shall be deemed not to cause competitive harm; (subject ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the terms date of this Section 7.3)Agreement. Notwithstanding the foregoing, neither prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, on the one hand, nor Parent, on the other hand, and Buyer shall be required have no right to provide any information which it reasonably believes it may not provide to the other by reason perform invasive or subsurface investigations of any applicable lawof the Real Property, in each case, without the prior written consent of the Sellers, which constitutes information protected by attorney/client privilegeconsent shall not be unreasonably withheld, delayed or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)conditioned.

Access to Information. From (a) Between the date Execution Date and the Closing or the earlier termination of this Agreement until Agreement, the Effective TimeSellers shall, to the extent permitted by applicable law, and shall cause the Company and Parent will, during normal business hours and upon reasonable requestits Subsidiaries to, (ai) give afford to the other party Buyer and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, all of its properties, books books, Contracts and records of such party and its Subsidiariesrecords, (bii) furnish to the other party Buyer all information concerning the properties, books, Contracts, records and personnel of the Company and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information Subsidiaries as such Persons Buyer may reasonably requestrequest (including the work papers of the Company’s independent accountants upon receipt of any required consent from the Company’s independent accountants), and (ciii) instruct its employees, counsel and financial advisors the Company’s representatives to reasonably cooperate with the Buyer and its representatives in Buyer’s reasonable investigation; provided, however, that the Company and/or the relevant Subsidiary may restrict the foregoing access to the extent that, in the Company’s sole discretion, (A) any Law requires the Company and/or the relevant Subsidiary to restrict or prohibit access to any such properties or information, (B) the disclosure of such information to the Buyer or its representatives would violate confidentiality obligations owed to a third party and such confidentiality obligations were in effect prior to the execution and delivery of this Agreement and/or such confidentiality obligations arose prior to Closing, (C) it would cause significant competitive harm to Sellers, the Company, any of its Subsidiaries and their respective businesses if the Contemplated Transactions are not consummated, or (iv) it would jeopardize any attorney-client or other party privilege. Any investigation pursuant to this Section 6.02(a) shall be conducted in its investigation such manner as not to interfere unreasonably with the conduct of the business of the Company or Parentand/or the relevant Subsidiary. Prior to the Closing, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior written consent of the Company, such Buyer shall not contact any suppliers to, or customers of, the Company or any of its Subsidiaries, and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. The rights to access information as provided in this Section 6.02 shall apply mutatis mutandis to the Company (as the entitled party) in respect of the Buyer. (b) Between the Execution Date and the Closing or the earlier termination of this Agreement, the Buyer shall, and shall cause its Subsidiaries to, (i) afford to the Company and its representatives reasonable access to all of its properties, books, Contracts and records, (ii) furnish to the Company all information concerning the properties, books, Contracts, records and personnel of the Buyer and its Subsidiaries as the Company may reasonably request (including the work papers of the Buyer’s independent accountants upon receipt of any required consent to be within from the Company’s independent accountants), and (iii) instruct the Buyer’s representatives to cooperate with the Company and its representatives in Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunderinvestigation; provided, furtherhowever, that the Company shall perform Buyer and/or the actions set forth on Section 7.3 relevant Subsidiary may restrict the foregoing access to the extent that, in the Buyer’s sole discretion, (A) any Law requires the Buyer and/or the relevant Subsidiary to restrict or prohibit access to any such properties or information, (B) the disclosure of such information to the Company Disclosure Schedules (subject or its representatives would violate confidentiality obligations owed to a third party and such confidentiality obligations were in effect prior to the terms execution and delivery of this Section 7.3). Notwithstanding the foregoingAgreement and/or such confidentiality obligations arose prior to Closing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which (C) it reasonably believes it may not provide would cause significant competitive harm to the other by reason Buyer, any of any applicable law, which constitutes information protected by attorney/client privilegeits Subsidiaries and their respective businesses if the Contemplated Transactions are not consummated, or which (D) it is required to keep confidential by reason of contract would jeopardize any attorney-client or agreement with any third Personother privilege. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company Any investigation pursuant to this Section 7.3 6.02(b) shall be kept confidential conducted in accordance withsuch manner as not to interfere unreasonably with the conduct of the business of the Buyer and/or the relevant Subsidiary. Prior to the Closing, without the prior written consent of the Buyer, Company shall not contact any suppliers to, or customers of, the Buyer or any of its Subsidiaries, and Company shall otherwise have no right to perform invasive or subsurface investigations of the Leased Real Property. (c) All information shared between the Parties pursuant to the shall be subject to the terms of, the Confidentiality Mutual Non-Disclosure Agreement dated as of October 1August 31, 2023 between Parent and the Company 2020 (the “Confidentiality AgreementMutual NDA”).

Access to Information. From (a) Upon reasonable prior notice and subject to applicable law, the date Company shall, and shall cause each of this Agreement until its Subsidiaries to, afford to the directors, officers, managers, members, partners, employees, investment bankers, advisors, consultants, accountants, counsel, lenders, agents and representatives (collectively “Representatives”) of Parent access, during normal business hours during the period prior to the Effective Time, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and all its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books books, contracts, commitments and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestrecords, and (c) instruct to its officers, employees, accountants, counsel and financial advisors other representatives, in each case in a manner not unreasonably disruptive to reasonably cooperate with the other party in its investigation operation of the business of the Company or and its Subsidiaries, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent all information concerning its business, properties and personnel as Parent may reasonably request. At the request of Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform use its commercially reasonable efforts to comply with its obligations under the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject preceding sentence by providing electronic access to the terms such documents and information. Notwithstanding any other provision of this Section 7.3). Notwithstanding the foregoingAgreement, neither the Company, on the one hand, Company nor Parent, on the other hand, any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (A) violate or prejudice the rights of its customers or employees, (B) jeopardize the attorney-client privilege of the institution in possession or control of such information, (C) contravene, violate or breach any information which it reasonably believes it may not provide law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the other by reason date of any applicable law, which constitutes information protected by attorney/client privilege, this Agreement in the ordinary course of business consistent with past practice or which it is required (D) be adverse to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions interests of the preceding sentence apply. Company or any of its Subsidiaries in any pending or threatened litigation between the parties hereto over the terms of this Agreement. (b) All information obtained by Parent or the Company and materials furnished pursuant to this Section 7.3 Agreement shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, provisions of the Confidentiality Agreement Agreement, dated as of October 1June 6, 2023 2018, between Parent and the Company (the “Confidentiality Agreement”). The Company makes no representation or warranty as to the accuracy of any information provided pursuant to Section 7.2(a), and neither Parent nor Merger Sub 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 Section 4.

Access to Information. (a) From the date of this Agreement until the Effective Time, to consummation of the extent permitted by applicable lawOffer, the Company will give Purchaser and Parent willits authorized representatives (including counsel, environmental and other consultants, accountants and auditors) full access during normal business hours to all facilities, personnel and upon reasonable requestoperations and to all books, (a) give the other party records, documents, contracts, and financial statements of it and its counselsubsidiaries, financial advisors, auditors will permit Purchaser to make such inspections as it may reasonably require and other authorized representatives reasonable access will cause its officers and those of its subsidiaries to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives Purchaser with such financial and operating data and other information with respect to its business and properties as such Persons Purchaser may from time to time reasonably request, and . (cb) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of Purchaser acknowledges that information received by it or them concerning the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s and its operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (is subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1September 18, 2023 2000 between Parent Purchaser and the Company (the “Confidentiality "CONFIDENTIALITY AGREEMENT"). Without limiting the foregoing, Purchaser will not, and will cause their representatives not to, use any information obtained pursuant to Section 7.4 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement”. Subject to the requirements of law, Purchaser will keep confidential, and will cause their representatives to keep confidential, all information and documents obtained pursuant to Section 7.4 unless such information (i) was already known to Purchaser, (ii) becomes available to Purchaser from other sources not known by Purchaser to be bound by a confidentiality obligation, (iii) is disclosed with prior written approval of the Company, or (iv) is or becomes readily ascertainable from published information. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, Purchaser shall promptly cause all copies of documents or extracts thereof containing information and data as to the Company to be returned. In the event that this Agreement has been terminated or the transactions contemplated hereby shall have failed to be consummated and Purchaser or any of its agents or representatives are requested or required (by oral questions, interrogatories, requests for information, or documents in legal proceedings, subpoena, civil investigative demand, or other similar process) to disclose any of the materials delivered or obtained pursuant to this Agreement (the "COMPANY DOCUMENTATION")., Purchaser shall provide the Company with prompt written notice of any such request or requirement so that the Company may seek a protective order or other appropriate remedy. If, in the absence of a protective order or other remedy, Purchaser or any of its agents or

Access to Information. (a) From the date of this Agreement hereof until the Effective TimeClosing Date, upon reasonable notice, the Company shall, and shall cause each Subsidiary (and to the extent permitted by applicable lawit has the power to do so, each Joint Venture) and each of their respective officers, directors, employees, agents, representatives, accountants and counsel, to (i) afford the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party Purchaser and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records and key employees of such party the Company, each Subsidiary and its Subsidiaries, any Joint Venture and (bii) furnish to those officers, employees, and authorized agents and representatives of the other party and its counsel, financial advisors, auditors and other authorized representatives Purchaser who reasonably have a need to know such additional financial and operating data and other information regarding the Business (or copies thereof) as such Persons the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Seller’s personnel and (c) instruct its employees, counsel and financial advisors in such a manner as not to reasonably cooperate unreasonably interfere with the other party in its investigation normal operations of the business Business. The Purchaser acknowledges and agrees that all notices of requests by the Company Purchaser or Parentits authorized representatives for (i) access to offices, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s properties or Parent’s operations (it being understood and agreed that in no event shall any invasive books or subsurface investigation or testing of any environmental media be conducted without the prior consent records of the Company, such consent any Subsidiary or any Joint Venture or (ii) additional financial and operating data or other information regarding the Business shall be directed solely to be within the Chief Financial Officer of the Company, and the Purchaser shall not direct any such notice to any other officer, director, employee, agent, representative, accountant or counsel of the Company, any Subsidiary or any Joint Venture without the written consent of the Chief Financial Officer of the Company. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Purchaser if such disclosure would, in the Seller’s sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. (b) In order to facilitate the resolution of any claims made against or incurred by the Seller relating to the Business, for a period of seven (7) years after the Merger or, if shorter, the applicable period specified in the Purchaser’s document retention policy, the Purchaser shall (i) retain the books and records relating to the Business, the Company and the Subsidiaries relating to periods prior to the Merger, and (ii) upon reasonable discretionnotice, afford the officers, employees, agents and representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies); , during normal business hours, to such books and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunderrecords; provided, furtherhowever, that the Company Purchaser shall perform notify Seller at least thirty (30) days in advance of destroying any such books and records prior to the actions set forth on Section 7.3 seventh (7th) anniversary of the Merger in order to provide the Seller the opportunity to access such books and records in accordance with this Section 5.02(b). (c) In order to facilitate the resolution of any claims made against or incurred by the Purchaser, the Company Disclosure Schedules (subject or any Subsidiary relating to the terms Business, for a period of seven (7) years after the Merger or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and records relating to the Business, the Company and the Subsidiaries relating to periods prior to the Merger which shall not otherwise have been delivered to the Purchaser, either directly or indirectly through the Company or any Subsidiary, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Purchaser reasonable access (including the right to make, at the Purchaser’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Seller shall notify the Purchaser at least thirty (30) days in advance of destroying any such books and records prior to the seventh (7th) anniversary of the Merger in order to provide the Purchaser the opportunity to access such books and records in accordance with this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”5.02(c).

Access to Information. From the date of this Agreement until the Effective Time, Prior to the extent permitted by applicable lawClosing, the Company and Parent will, during normal business hours and upon reasonable request, the Asset Sellers shall (ai) give the other party provide Purchaser and its officers, directors, managers, employees, agents, counsel, accountants, investment bankers, financial advisors, auditors representatives, consultants and other authorized representatives financing sources (collectively, the “Purchaser Representatives”) reasonable access access, upon reasonable notice and during normal business hours, to the offices, propertiesfacilities, books and records of such party the Company and its Subsidiariesthe Business and to the Company’s and the Business’s executive officers, directors, managers, agents, counsel, accountants, investment bankers, financial advisors and representatives (bcollectively, the “Company Representatives”), and (ii) furnish or make available to Purchaser and the other party and its counsel, financial advisors, auditors and other authorized representatives Purchaser Representatives such financial and operating data and such other information with respect to the Company and Business as such Persons Purchaser or the Purchaser Representatives may from time to time reasonably request. Purchaser and the Purchaser Representatives shall conduct any such activities in a manner as to minimize the disruption to, and (c) instruct its employeesnot to unreasonably interfere with, counsel the Business and financial advisors to reasonably cooperate with the other party in its investigation operations of the business Company, the Stockholder and the Asset Sellers. Notwithstanding the foregoing, prior to the Closing, neither Purchaser nor any of the Purchaser Representatives shall contact any employee, officer, director, independent contractor, supplier, vendor, or franchisee of the Stockholder, the Company or Parentany Asset Seller or their Affiliates in connection with any information or matter regarding the Company or the Business or their business, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s operations or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted prospects, without the prior written consent of the Company, such consent not to be within the Company’s reasonable discretion); and providedunreasonably withheld, further, that no such investigation shall affect any representation delayed or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3)conditioned. Notwithstanding the foregoing, neither the Company and the Asset Sellers may withhold (i) information that, if disclosed, would violate an attorney client or other privilege or would constitute a waiver of rights as to attorney work product or attorney client privilege (provided that such privilege or attorney work product cannot be adequately protected through a joint defense or common interest agreement between Purchaser and the Company, on the one handStockholder or the Asset Sellers), nor Parentor (ii) information, on the disclosure of which would violate applicable Law, such as portions of documents or information relating to pricing or other handmatters that are highly sensitive, shall be required to provide if the exchange of such documents (or portions thereof) or information, as determined by the Stockholder’s legal counsel, might reasonably result in antitrust compliance questions for such party (or any information which it reasonably believes it may not provide of its Affiliates). If any material is withheld by the Company or an Asset Seller pursuant to the other by reason of any applicable lawpreceding sentence, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each the withholding party shall use reasonable efforts inform Purchaser as to make reasonable the general nature of what is being withheld. Except as otherwise agreed to by the Company, and appropriate substitute disclosure arrangements under circumstances in which notwithstanding termination of this Agreement, the restrictions terms and provisions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance withConfidentiality Agreement, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1December 15, 2023 between Parent and the Company 2017 (the “Confidentiality Agreement”), between Red Lion Hotels Corporation and the Stockholder shall apply to all information furnished to Purchaser or any Purchaser Representative by any Company Representative under this Agreement.

Access to Information. From the date of this Agreement hereof until the Effective Time, to --------------------- termination or the extent permitted by applicable lawconsummation of the Offer, the Company will, and Parent willwill cause its subsidiaries, and each of their respective officers, directors, employees, counsel, advisors, representatives and financing sources (collectively, the "Company Representatives"), to provide Purchaser and its officers, employees, ------------------------ counsel, advisors, representatives and financing sources (collectively, the "Purchaser Representatives") reasonable access (subject, however, to existing -------------------------- confidentiality and similar non-disclosure obligations and the preservation of attorney-client and work product privileges), during normal business hours and upon reasonable requestnotice, (a) give the other party to its officers and employees and to its counsel, financial advisors, auditors offices and other authorized representatives reasonable access facilities and to the offices, properties, books and records of such party the Company and its Subsidiariessubsidiaries, (b) and will permit Purchaser to make inspections of such as Purchaser may reasonably require, and will cause the Company Representatives and the Company's subsidiaries to furnish Purchaser and the Purchaser Representatives to the extent available with such other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors with respect to reasonably cooperate with the other party in its investigation of the business and operations of the Company or Parent, and its subsidiaries as the case Purchaser may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent from time to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given time reasonably request. Unless otherwise required by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes Purchaser will, and will cause the Purchaser Representatives to, hold any such information protected by attorney/client privilege, or which it is required to keep confidential by reason in confidence until such time as such information otherwise becomes publicly available through no wrongful act of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent Purchaser or the Company Purchaser Representatives. No investigation pursuant to this Section 7.3 6.02 shall be kept confidential in accordance withaffect any representations or warranties of the parties ------------ herein or the conditions to the obligations of the parties hereto. In the event of termination of this Agreement for any reason, Purchaser will, and shall otherwise be subject will cause the Purchaser Representatives to, return to the terms of, the Confidentiality Agreement dated as Company or destroy all copies of October 1, 2023 between Parent and written information furnished by the Company or any of the Company Representatives to Purchaser or the Purchaser Representatives and destroy such portion of all memoranda, notes and other writings prepared by Purchaser or the Purchaser Representatives based upon or including the information furnished by the Company or any of the Company Representatives to the Purchaser or the Purchaser Representatives (and Purchaser will certify to the “Confidentiality Agreement”Company that such destruction has occurred).

Access to Information. From the date of this Agreement until the Effective Time, to (a) To the extent permitted by applicable lawLaw, from the date hereof until the earlier of the Closing and the termination of this Agreement, the Seller shall, and shall cause the Company to (i) provide the Buyer and Parent willits Representatives with reasonable access, upon reasonable prior notice and during normal business hours and upon reasonable requesthours, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officespersonnel, assets, properties, and books and records of such party the Company and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestBusiness, and (cii) instruct furnish the Buyer and its employees, counsel Representatives with such information and financial advisors to data concerning the Company and the Business as the Buyer may reasonably cooperate request (including the preparation of internal monthly forecasts and management accounts which shall be shared with the other party Buyer as soon as reasonably practical following the production of such); provided, however, that any such access (i) shall be conducted in its investigation of a manner not to unreasonably interfere with the business Business or operations of the Company or Parent, as the case may be; provided that such investigation (ii) Buyer and its Representatives shall not unreasonably disrupt contact or otherwise communicate with the Company’s customers or Parent’s operations suppliers of the Company (it being understood other than contact or other communications with such customers or suppliers by Buyer in the ordinary course of business and agreed that not related to the transactions contemplated by this Agreement) unless, in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of each instance, approved in writing in advance by the Company, such consent approval not to be within the Company’s reasonable discretion); and providedunreasonably withheld or delayed, further, that no (iii) such investigation access shall affect any representation or warranty given by either party hereunder; provided, further, that not require the Company to allow any environmental testing or sampling and (iv) for the avoidance of doubt, nothing herein shall perform the actions set forth on Section 7.3 of require the Company Disclosure Schedules to furnish to Buyer, or provide Buyer with access to, information that would (subject A) violate any applicable Law or Order; or (B) reasonably be expected to result in the terms loss of this any attorney-client or other legal privilege. (b) Any information provided to or obtained by the Buyer or its authorized Representatives pursuant to Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, ‎7.2(a) above shall be required to provide any information which it reasonably believes it may not provide to “Confidential Information” as defined in the other by reason of any applicable lawNondisclosure Letter Agreement, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1March 9, 2023 2021, by and between Parent Buyer and the Company Seller (the “Confidentiality Agreement”), and shall be held by the Buyer, and Buyer shall cause it to be held by Buyer’s Representatives in accordance with and be subject to the terms of the Confidentiality Agreement. The terms of the Confidentiality Agreement shall continue in full force and effect until the Closing, at which time the Confidentiality Agreement shall terminate. In the event of the termination of this Agreement for any reason prior to the Closing, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws relating to the date exchange of this Agreement until information, the Company shall afford to the officers, employees, accountants, counsel and other representatives of Buyer, access, during normal business hours during the period prior to the Effective Time, to all of the extent permitted by applicable lawCompany’s and the Bank’s properties, books, contracts, commitments, records, officers, employees, accountants, counsel and other representatives, and, during such period, the Company shall make available to Buyer all information concerning the Company’s and Parent willthe Bank’s businesses, during normal business hours properties and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information personnel as such Persons Buyer may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the . The Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of the Company’s or Parentthe Bank’s operations (it being understood and agreed customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, provided that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent Company delivers to Buyer a written log notifying Buyer of the Companyexistence of, such consent to be within and the basis for the Company’s reasonable discretion); and providedwithholding of, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3)information. Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to The parties hereto will make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or . (b) From and after the date hereof until the Effective Time, Buyer, at Buyer’s sole expense, shall have the right to attend management and Board loan committee and review meetings of the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and the Bank as an observer and shall otherwise be subject receive, at the same time as the Directors, committee members and other meeting participants, notice of such meetings and copies of any materials distributed to the terms ofDirectors, committee members and other meeting participants. In connection therewith, Buyer shall have the right of full review on any new loan extended by the Bank in a principal amount in excess of $250,000. (c) No investigation by Buyer or its Representatives shall affect the representations, warranties, covenants or agreements of the Company set forth herein. (d) Notwithstanding anything contained in this Agreement to the contrary, the Confidentiality Agreement dated as Company and Buyer (and each of October 1their respective employees, 2023 between Parent representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated by this Agreement; provided, however, that neither the Company nor Buyer (nor any of their respective employees, representatives or other agents thereof) may disclose any other information that is not relevant to understanding the “Confidentiality tax treatment and tax structure of the transactions contemplated by this Agreement”), or any other information to the extent that such disclosure could result in a violation of any federal or state securities law.

Access to Information. From (a) Until the date earlier of the Closing and the termination of this Agreement until the Effective Timein accordance with Article VIII, to the extent permitted by applicable lawLaw and COVID-19 Measures, the Company shall and Parent will, shall cause its Representatives to afford the Representatives of Buyer reasonable access during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officesService Providers, properties, books offices and other facilities, books, and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the extent reasonably required for Buyer to (i) prepare disclosures with respect to the Company as required by the SPAC Acquisition Agreement, or any Form S-4, proxy statement or other filings made with the SEC or applicable stock exchanges in connection with the SPAC Transactions, (ii) plan for the integration of the Company’s reasonable discretion); business with the business of Buyer following the Closing and provided, further, that no such (iii) otherwise facilitate the consummation of the Transactions. No information or knowledge obtained by Buyer during the pendency of the Transactions in any investigation pursuant to this Section 6.09 shall affect or be deemed to modify any representation representation, warranty, covenant, condition or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of obligation under this Section 7.3)Agreement. Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall Company will not be required to provide any information which it that the Company reasonably believes it may not provide to determines in its good faith, based on the other by reason advice of any applicable lawthe Company’s counsel, which constitutes information protected by attorney/-client or other similar privilege; provided that, or which it is required the Company will attempt in good faith to keep confidential by reason of contract or agreement with any third Person. Each party shall use its commercially reasonable efforts to make reasonable and appropriate substitute disclosure such alternative arrangements under circumstances as may be reasonably necessary to provide the relevant information to Buyer in which the restrictions of the preceding sentence applya way that would not jeopardize such privilege. All information obtained provided by Parent or the Company pursuant to this Section 7.3 shall Buyer hereunder will be kept confidential in accordance with, and shall otherwise be subject to the terms of, with the Confidentiality Agreement. (b) Until the earlier of the Closing and the termination of this Agreement dated as in accordance with Article VIII, without the prior written consent of October 1, 2023 between Parent and the Company (which consent will not be unreasonably withheld, conditioned or delayed), and except to the “Confidentiality extent reasonably necessary for Buyer to prepare disclosures with respect to the Company as required by the SPAC Acquisition Agreement”), or any Form S-4, proxy statement or other filings made with the SEC or applicable stock exchanges in connection with the SPAC Transactions, Buyer will not, and will cause its controlled affiliates and their respective officers, directors, employees and other Representatives not to, contact any Company Employees, customers, suppliers, landlords and other persons having material business relationships with the Company in connection with or pertaining to the Transactions or such person’s business relationship with the Company. In the event the Company provides such consent, a management employee of the Company will at all times be permitted to accompany Buyer’s Representative(s) to any meeting with such person and to participate with Buyer’s Representative(s) in any such discussions. (c) Except as prohibited by applicable Law, at any time after the Closing Date and until the sixth anniversary of the Closing Date, Buyer (or the SPAC Surviving Entity) will provide or cause to be provided to either of the Members and their respective affiliates and Representatives, as soon as reasonably practicable after written request therefor, any information in the possession or under the control of Buyer, the SPAC Surviving Entity or the Company that relates to the operation of the Business prior to the Closing and that such Member reasonably needs (i) to prepare its financial statements and Tax Returns or (ii) to comply with reporting, disclosure, filing or other requirements imposed on such Member (including under applicable securities and Tax Laws) by a Governmental Entity.

Access to Information. From (a) All information furnished pursuant to this Agreement shall be subject to the Confidentiality Agreement. (b) On reasonable notice, during normal business hours during the period from the date of this Agreement until to the earlier of the Effective Time, to Time or the extent permitted by applicable lawvalid termination of this Agreement, the Company shall, and shall cause its Subsidiaries to, afford to each member of the Parent will, during normal business hours Group and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives their Representatives reasonable access to the offices, properties, books and records of such party Company’s and its Subsidiaries’ properties, offices, personnel, Contracts, books, and records all other information concerning its businesses, properties and personnel (b) furnish other than any of the foregoing to the other party extent specifically related to the negotiation and execution of this Agreement, or, except as expressly provided in Section 6.02, to any Acquisition Proposal), in each case, as any member of the Parent Group or its counselrelevant Representatives (as applicable) reasonably requests in anticipation or furtherance of the consummation of the transactions contemplated hereby (including for integration planning) and in a manner so as to not unreasonably interfere with the normal business operations of the Company or any of its Subsidiaries. During such period described in the immediately preceding sentence, financial advisorson reasonable notice and subject to Applicable Law and during normal business hours, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) the Company shall instruct its employees, counsel and financial advisors pertinent Representatives to reasonably cooperate with the other party Parent Group in its investigation their review of any such information provided or made available pursuant to the business of immediately preceding sentence. (c) Anything to the contrary in Section 6.04(b) notwithstanding, the Company or Parent, as the case may be; provided that such investigation and its Subsidiaries shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide such access or disclosure of information if it (i) would, as reasonably determined based on the advice of outside counsel, jeopardize any information which it reasonably believes it may not provide attorney-client, attorney-work product or other similar privilege with respect to such information, (ii) would contravene any Applicable Law or confidentiality agreement with a third party entered into prior to the other by reason date hereof or after the date hereof in the ordinary course of business, (iii) would result in the disclosure of any applicable lawvaluations of the Company in connection with the transactions contemplated by this Agreement or any other strategic alternatives, which constitutes (iv) would be for the purpose of disclosure of such information protected by attorney/client privilegein any Proceeding between the Parties; provided, or which it is required to keep confidential by reason that, in the case of contract or agreement with any third Person. Each party clauses (i), (ii) and (iii), the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including (x) obtaining any required consent from any Third Party and (y) redacting such information (A) to remove references concerning valuation, (B) as necessary to comply with any Contract in effect on the restrictions date of this Agreement or after the preceding sentence apply. All date of this Agreement and (C) as necessary to address reasonable attorney-client, work-product or other privilege or confidentiality concerns) and to provide such information obtained by Parent or as to the Company pursuant applicable matter as can be conveyed. (d) Anything to the contrary in this Section 7.3 6.04 notwithstanding, nothing in this Section 6.04 shall be kept confidential in accordance withconstrued to require the Company, and shall otherwise be subject any of its Subsidiaries or any of their Representatives to the terms ofprepare any financial statements, the Confidentiality Agreement dated as of October 1projections, 2023 between Parent and the Company (the “Confidentiality Agreement”)reports, analyses, appraisals or opinions that are not readily available.

Access to Information. From (a) The Company shall afford to PalEx and Subsidiary and their accountants, counsel, financial advisors and other representatives (the "PALEX REPRESENTATIVES") and PalEx and Subsidiary shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "COMPANY REPRESENTATIVES") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. PalEx and Subsidiary shall hold and shall use their reasonable best efforts to cause the PalEx Representatives to hold, and the Company shall hold and shall use its reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement, except that each of PalEx, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose. (b) In the event that this Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the other all non-public written material provided pursuant to this Section 7.1 and shall not retain any copies, extracts or other reproductions of such written material. In the event of such termination, all documents, memoranda, notes and other writings prepared by PalEx and Subsidiary or the Company based on the information in such material shall be destroyed (and PalEx , Subsidiary and the Company shall use their respective reasonable best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (and reasonable best efforts) shall be certified in writing by an authorized officer supervising such destruction. (c) The Company shall promptly advise PalEx in writing of any change or the occurrence of any event after the date of this Agreement until the Effective Time, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilegehaving, or which it is required to keep confidential by reason of contract or agreement with which, insofar as can reasonably be foreseen, in the future may have, any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Material Adverse Effect.

Access to Information. From the date of this Agreement hereof until the Effective TimeClosing, to the extent permitted by applicable lawSeller shall, and shall cause the Company and Parent will, during normal business hours and upon reasonable request, to: (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the officesright to inspect all of the Real Property, properties, assets, premises, books and records of such party records, contracts, agreements and its Subsidiaries, other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party and Company as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel the Representatives of Seller and financial advisors the Company to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentCompany; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal business hours upon reasonable advance notice to Seller, under the prior consent supervision of Seller’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to such individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that neither Seller nor the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide disclose any information which it reasonably believes it may to Buyer if such disclosure would, in Seller’s sole discretion: (w) cause significant competitive harm to Seller, the Company and their respective businesses if the transactions contemplated by this Agreement are not provide consummated; (x) jeopardize any attorney-client or other privilege; (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the other date of this Agreement; or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by reason this Agreement and any information and analysis (including financial analysis) relating to such bids. Prior to the Closing, without the prior written consent of any applicable lawSeller, which constitutes information protected by attorney/client privilegemay be withheld for any reason, Buyer shall not contact any suppliers to, or which it is required customers of, the Company and Buyer shall have no right to keep confidential by reason of contract perform invasive, destructive or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions subsurface investigations of the preceding sentence applyCompany’s properties or any other environmental sampling (such as indoor air sampling). All Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information obtained by Parent or the Company provided pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)5.02.

Access to Information. From (a) Between the date of this Agreement until and the earlier of the Effective TimeTime or the termination of this Agreement, to the extent permitted by applicable lawupon reasonable notice, the Company shall (i) give Parent, Merger Sub and Parent willtheir respective officers, employees, accountants, counsel, financing sources and other agents and representatives full access, during normal business hours and upon reasonable requesthours, (a) give the other party and its counselto all buildings, financial advisorsoffices, auditors and other authorized representatives reasonable access facilities and to all Books and Records of the officesCompany, propertieswhether located on the premises of the Company or at another location; (ii) permit Parent and Merger Sub to make such inspections as they may require; (iii) cause its officers to furnish Parent and Merger Sub such financial, books operating, technical and records of such party and its Subsidiariesproduct data, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information with respect to the business and Assets and Properties of the Company as such Persons Parent and Merger Sub from time to time may reasonably request, including financial statements and schedules; (civ) instruct its employees, counsel allow Parent and financial advisors Merger Sub the opportunity to reasonably cooperate with the interview such employees and other party in its investigation of the business personnel and Affiliates of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt with the Company’s prior written consent, which consent shall not be unreasonably withheld or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion)delayed; and (v) assist and cooperate with Parent and Merger Sub in the development of integration plans for implementation by Parent and the Surviving Corporation following the Effective Time; provided, furtherhowever, that no such investigation pursuant to this Section 6.3(a) shall affect or be deemed to modify any representation or warranty given made by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject herein. Materials furnished to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 6.3(a) may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby. (b) Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice, the Parent shall be kept confidential in accordance with(i) give the Company and its respective officers, employees, accountants, counsel, financing sources and other agents and representatives full access, during business hours, to all buildings, offices, and shall otherwise be subject other facilities and to all Books and Records of the Parent and Merger Sub, whether located on the premises of the Parent or at another location; (ii) permit the Company to make such inspections as it may require; (iii) cause its officers to furnish the Company such financial, operating, technical and product data, and other information with respect to the terms of, business and Assets and Properties of the Confidentiality Agreement dated as of October 1, 2023 between Parent and Merger Sub as the Company from time to time may reasonably request, including financial statements and schedules; and (iv) allow the “Confidentiality Agreement”)Company the opportunity to interview such employees and other personnel and Affiliates of the Parent with the Parent’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided, however, that no investigation pursuant to this Section 6.3(b) shall affect or be deemed to modify any representation or warranty made by the Parent or Merger Sub herein.

Access to Information. From the date hereof until the earlier of the Closing Date or the termination of this Agreement until the Effective Time, to the extent permitted by applicable lawin accordance with its terms, the Acquirer and the Target Company and Parent will, during normal business hours and upon reasonable request, shall (a) give provide to the other party and Other Party, its counsel, financial advisors, auditors legal counsel and other authorized representatives Representatives reasonable access to the its offices, properties, books properties and records of such party Books and its SubsidiariesRecords, (b) furnish to the other party and Other Party, its counsel, financial advisors, auditors legal counsel and other authorized representatives Representatives such financial and operating data and other information relating to its business as such Persons may reasonably request, request and (c) instruct cause its employees, counsel legal counsel, accountants and financial advisors Representatives of the Target Company to reasonably cooperate with the other party Other Party in its investigation of the business of the Company or Parent, as the case may beits business; provided that such no investigation shall not unreasonably disrupt pursuant to this Section (or any investigation prior to the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation date hereof) shall affect any representation or warranty given by either party hereunder; providedhereunder and, provided further, that any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the Company shall perform the actions set forth on Section 7.3 conduct of the Company Disclosure Schedules (subject to Other Party’s business. Neither the terms of this Section 7.3). Notwithstanding Acquirer, the foregoing, neither the Target Company, on the one hand, nor Parent, on the other hand, any their respective Subsidiaries shall 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 which it reasonably believes it may to be provided in a manner that would not provide result in such jeopardy or contravention. Prior to the Closing, Acquirer and its Representatives shall not contact or communicate with the employees, contractors, customers, suppliers, regulators and other by reason business relations of the Target Company in connection with the transactions contemplated hereby except (i) in connection with obtaining any applicable law, which constitutes information protected by attorney/client privilegeConsent required in connection with this Agreement or the transactions contemplated hereby, or which it is required to keep confidential by reason of contract or agreement (ii) with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions prior written consent of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Target Company (which shall not be unreasonably withheld, conditioned or delayed), provided that the “Confidentiality Agreement”)Target Company shall have the right to have a Representative present during any such contact in the event that it consents to such contact.

Access to Information. From the date of this Agreement hereof until the Effective TimeClosing, to the extent permitted by applicable lawSeller shall, and shall cause each of the Company and Parent will, during normal business hours and upon reasonable request, to: (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the officesright to inspect all of the Real Property, properties, assets, premises, books and records of such party records, contracts, agreements and its Subsidiariesother documents and data and, with Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed) officers, directors, employees, customers and other business relations, related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party and Company as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel the Representatives of Seller and financial advisors the Company to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentCompany; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal business hours upon reasonable advance notice to Seller, under the prior consent supervision of Seller’s personnel and in such a manner as not to materially interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to such individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that neither Seller nor the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide disclose any information which it reasonably believes it may to Buyer if such disclosure would: (x) cause material competitive harm to Seller, the Company, and their respective businesses if the transactions contemplated by this Agreement are not provide consummated; (y) jeopardize any attorney-client or other legal privilege; or (z) contravene any applicable Law. Prior to the other by reason Closing, without the prior written consent of Seller, not to be unreasonably withheld, conditioned or delayed, Buyer shall not contact any applicable law, which constitutes information protected by attorney/client privilegesuppliers to, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms customers of, the Confidentiality Agreement dated as Company. Prior to Closing, Buyer shall have no right to perform invasive or subsurface investigations of October 1, 2023 between Parent and the Company (Real Property without the “Confidentiality Agreement”)prior written consent of Seller.

Access to Information. From the date of this Agreement until the Effective Time, Prior to the extent permitted by applicable lawClosing, Seller shall afford to the Company officers, employees and authorized representatives of Buyer and Parent will, (including independent public accountants and attorneys) reasonable access during normal business hours and hours, upon reasonable requestadvance notice, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books employees and business and financial records (including computer files, retrieval programs and similar documentation) of such party the Business to the extent Buyer or Parent shall reasonably deem necessary and its Subsidiaries, (b) shall furnish to the other party Buyer and its counsel, financial advisors, auditors and other Parent or their respective authorized representatives such financial and operating data and other additional information concerning the Business as such Persons may shall be reasonably requestrequested; provided, and (c) instruct its employeeshowever, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation Seller shall not unreasonably disrupt be required to violate any Requirement of Law, Court Order or obligation of confidentiality to which Seller, any of its Affiliates or the Companies is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 7.1; provided, further, that Seller, its Affiliates and the Companies shall not be required to furnish or otherwise make available to Buyer (i) competitively sensitive information relating to areas of the Company’s business in which Buyer or Parent’s operations its Affiliates directly or indirectly compete against the Business or (it being understood and agreed that in no event shall ii) Tax Returns or other Tax records or information relating to any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion)Consolidated Tax Group; and provided, further, Buyer shall not, without the prior written consent of Seller, contact or communicate with any vendor, customer, employee, independent contractor or other business partner of the Companies with respect to or in connection with the Contemplated Transactions. Buyer agrees to use commercially reasonable efforts to ensure that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that be conducted in a manner as not to interfere unreasonably with the Company shall perform the actions set forth on Section 7.3 operations of the Company Disclosure Schedules (subject to the terms of this Section 7.3)Companies or Seller and Buyer shall not undertake any invasive or intrusive environmental testing without Seller’s prior consent. Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason obligations of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company Seller pursuant to this Section 7.3 7.1 shall be kept confidential in accordance with, and shall otherwise be subject to the terms ofright of Seller to determine, in its discretion, the Confidentiality Agreement dated as appropriate timing of October 1, 2023 between Parent the disclosure of information it deems proprietary commercial information or privileged information. The parties shall act at all times in accordance with the terms and provisions of the Company (the “Confidentiality Agreement”).

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable lawhereof for thirty (30) days, the Company and Parent will, during normal business hours and upon reasonable request, City shall (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the offices, properties, books right to inspect all of the Purchase Assets and records of such party other documents and its Subsidiaries, data related to the Telecom System; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party and Telecom System as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel and financial advisors the Representatives of the City to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentTelecom System; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal Telecom System hours upon reasonable advance notice to the prior consent City, under the supervision of City personnel and in such a manner as not to interfere with the conduct of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3)Telecom System. Notwithstanding Without limiting the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, City shall be required permit Buyer and its Representatives to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions conduct environmental due diligence of the preceding sentence applyReal Property Interests. All information obtained requests by Parent or the Company Buyer for access pursuant to this Section 7.3 7.02 shall be kept confidential submitted or directed exclusively to Xxxxxxx Xxxxxxxxxxx or such other individuals as the City may designate in accordance withwriting from time to time. Notwithstanding anything to the contrary in this Agreement, the City shall not be required to disclose any information to Buyer if such disclosure would, in the City’s sole discretion: (x) cause significant competitive harm to the City and the Telecom System, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of the City, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Telecom System. Buyer shall, and shall otherwise be subject to cause its Representatives to, abide by the terms of, of the Confidentiality Agreement dated with respect to any access or information provided pursuant to this Section 7.02. No investigation by Buyer or other information received by Buyer shall operate as of October 1a waiver or otherwise affect any representation, 2023 between Parent and warranty or agreement given or made by the Company (the “Confidentiality City or Blue Water in this Agreement”).

Access to Information. From (a) Subject to Applicable Law, upon reasonable notice, the date Company shall (and shall cause the Company Subsidiaries and the officers, directors, employees and agents of this Agreement until the Company and each Company Subsidiary to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its officers, employees, agents, properties, books, Contracts and records and shall furnish Parent and Merger Sub all financial, operating and other data and information in the extent permitted Company’s or any Company Subsidiary’s possession or control as Parent and Merger Sub through their officers, employees or agents, may reasonably request, provided, however, that the Company and the Company Subsidiaries shall not be required to provide access to any information or documents which would, in the reasonable judgment of the Company after consultation with its outside legal counsel (i) breach any Contract with any Person or violate any Applicable Law, or (ii) result in a loss or waiver of the attorney-client or other privilege held by applicable lawthe Company or any Company Subsidiary (it being agreed that the Company shall give notice to Parent of the fact that it is withholding such information or documents pursuant to clause (i) or clause (ii) above, and thereafter the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to shall reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that to cause such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent information to be within provided in a manner that would not reasonably be expected to waive the Company’s reasonable discretionapplicable privilege or protection or violate the applicable restriction); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that any access or investigation pursuant to this Section 6.03(a) shall be conducted in such a manner as not to interfere unreasonably with the Company shall perform the actions set forth on Section 7.3 business and operations of the Company Disclosure Schedules or any Company Subsidiary. (b) No information or knowledge obtained by Parent or Merger Sub pursuant to Section 6.02, this Section 6.03 or otherwise shall affect or be deemed to affect or modify any representation, warranty, covenant or agreement contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement. (c) Any access granted pursuant to this Section 6.03 shall be subject to the Company’s reasonable security measures and insurance requirements. The terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions conditions of the preceding sentence apply. All Confidentiality Agreement shall apply to any information obtained by Parent or the Company any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.3 6.03. Nothing in this Section 6.03 or elsewhere in this Agreement shall be kept confidential in accordance withconstrued to require the Company, and shall otherwise be subject any Company Subsidiary or any of their respective Representatives to the terms ofprepare any reports, the Confidentiality Agreement dated as of October 1analyses, 2023 between Parent and the Company (the “Confidentiality Agreement”)appraisals, opinions or other information.

Access to Information. From (a) During the date of this Agreement until the Effective Time, to the extent permitted by applicable lawPre-Closing Period, the Company shall, and shall cause the Acquired Companies to, provide Parent will, and Merger Sub and their Representatives with reasonable access during normal business hours and upon reasonable requestadvance notice, under the supervision of the Company’s personnel and in a manner as shall not unreasonably interfere with the business or operations of the Company or any of its Subsidiaries to (ai) give all of the other party and its counselAcquired Companies’ properties, financial advisorsassets, auditors and other authorized representatives reasonable access to the offices, propertiesContracts, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial documents and operating data data; (ii) employees of the Acquired Companies; and (iii) any other information concerning the Business, properties and personnel of the Acquired Companies as such Persons Parent and Merger Sub or any of their Representatives may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company 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 the attorney-client or any other privilege of the Company, contravene any Law, so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not contravene the applicable Law or Contract or waive the Company’s privilege with respect thereto; provided that such access and information shall be granted or made available, as applicable, to external counsel for Parent (subject to external counsel entering into a customary common interest agreement with the Company, on terms mutually agreeable to Parent and the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide Company) to the other by reason extent required for the purpose of complying with applicable Laws, including antitrust Laws. Prior to the Effective Time, without the prior written consent of the Company (such consent shall not be unreasonably delayed, withheld or conditioned), Parent shall not contact any suppliers to, or customers of, the Company or its Subsidiaries with respect to such suppliers’ or customers’ relationships with the Acquired Companies and Parent shall have no right to perform invasive or subsurface investigations of any applicable law, which constitutes information protected by attorney/client privilege, owned or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions leased real property of the preceding sentence apply. All Company or its Subsidiaries. (b) Parent and Merger Sub will hold any confidential information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential 6.2(a) in confidence in accordance withwith the Confidentiality Agreement; provided that Parent may make such disclosure as may be necessary or appropriate to comply with customary practice in connection with obtaining Debt Financing, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as recipients of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)such disclosure agreeing to keep such information confidential.

Access to Information. From (a) For a period of seven years after the date of this Agreement until the Effective TimeClosing Date, upon reasonable prior written notice, Buyer and Sellers shall furnish or cause to the extent permitted by applicable lawbe furnished to each other and their employees, the Company agents, auditors and Parent willrepresentatives access, during normal business hours and upon reasonable requesthours, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, propertiessuch information, books and records relating to the Business and the Acquired Assets as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of Tax Returns, reports or forms for the defense of any Tax claims, assessments, audits or disputes, or the prosecution or defense of any Action and shall cooperate with each other to the extent reasonably requested for the preparation of such party financial reporting, accounting and its SubsidiariesTax matters, (b) furnish provided, that with respect to any Tax Returns or other records relating to Tax matters or any other Action, either Party shall have reasonable access to such information until the other party and its counselapplicable statute of limitations, financial advisorsif any, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestshall have expired, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no in either case such investigation access shall affect be subject to reasonable and customary restrictions with respect to confidentiality. Each Party shall have the right to copy any representation of such records at its own expense. Neither Party shall be required by this Section 6.1(a) to take any action that would unreasonably interfere with the conduct of its business or warranty given by either party hereunderunreasonably disrupt its normal operations. Further, Buyer understands that it is the intention of CCI to dissolve the corporate entity and terminate all operations following closing, which dissolution may take place prior to the seven year term reflected above. (b) Seller and Buyer each agree to preserve, for at least seven years after the Closing Date, all material books, ledgers and other records that are (i) reasonably related to the Business or Acquired Assets and (ii) in their possession; provided, furtherthat each Party will preserve all such material books, that the Company shall perform the actions set forth on Section 7.3 ledgers and other records relating to Tax matters until expiration of the Company Disclosure Schedules (subject to the terms applicable statute of this Section 7.3)limitations. Notwithstanding the foregoing, neither Buyer understands that it is the Companyintention of CCI to terminate all operations following Closing, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it dissolution may not provide take place prior to the other by reason seven year term reflected above. (c) From and after the date of this Agreement and until the Closing Date or the earlier termination of this Agreement, Seller shall give Buyer and Buyer’s employees and agents, reasonable access upon reasonable notice during normal business hours to such information concerning the Seller and the Business as Buyer may reasonably request. (d) On and after the Closing Date, Seller and Buyer will take all appropriate action and execute all documents, instruments or conveyances of any applicable lawkind which may be reasonably necessary or advisable to carry out the intent and purposes of this Agreement and the Transaction Agreements, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable including putting Buyer in possession and appropriate substitute disclosure arrangements under circumstances in which the restrictions operating control of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent Business and the Company (the “Confidentiality Agreement”)Acquired Assets.

Access to Information. From the date hereof until the Closing or the termination of this Agreement until the Effective TimeAgreement, to the extent permitted by applicable lawSeller shall, and shall cause the Company and Parent willeach Subsidiary to, (a) afford Buyer and its Representatives reasonable access, during normal business hours and upon reasonable requestprior notice, (a) give to and the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access right to inspect all of the officesReal Property, properties, assets, premises, books and records of such party records, Contracts and other documents and data related to the Company and its Subsidiaries, ; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party Company and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information Subsidiaries as such Persons Buyer or any of its Representatives may reasonably request, ; and (c) instruct its employees, counsel the Representatives of Seller and financial advisors the Company to reasonably cooperate with the other party Buyer in its due diligence investigation of the Company and its Subsidiaries. Without limiting the foregoing, Seller shall permit Buyer and its Representatives to conduct environmental due diligence of the Company and its Subsidiaries and the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface land on, at, in, under or from the Company and its Subsidiaries and the Real Property, provided, that, Buyer shall not conduct any invasive testing without Seller’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned) and Buyer shall restore the Real Property to the same condition it was in immediately prior to such testing at Buyer’s sole cost and expense. Any investigation pursuant to this Section 4.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or the Company and in a manner consistent with applicable Law and provisions of leases or other Contracts applicable to such investigations, if any. Buyer shall and shall cause its Representatives to hold all information received from Seller, the Company or Parentany Subsidiary, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s directly or Parent’s operations (it being understood and agreed that indirectly, in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential confidence in accordance with, and shall otherwise abide by and be subject to to, the terms ofand conditions of that certain Mutual Confidentiality and Non-Disclosure Agreement, the Confidentiality Agreement dated as of October 1March 13, 2023 2014 between Parent Buyer and the Company (the “Confidentiality Agreement”)Seller.

Access to Information. (a) From the date of this Agreement hereof until the Effective Time, to the extent permitted by applicable lawClosing Date, the Company Sellers will (and Parent will, during normal business hours and upon reasonable request, will cause their Affiliates to) (ai) give the other party and Buyer, its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to the Purchased Real Property offices, propertiespreparation plants, underground mine workings and other facilities and properties of the Purchased Business and the books and records of such party and its Subsidiariesthe Sellers relating to the Purchased Business, (bii) furnish to the other party and Buyer, its counsel, financial advisors, auditors and other authorized representatives Representatives such financial and operating data and other information relating to the Purchased Business as such Persons may reasonably request, request and (ciii) instruct its the employees, counsel and financial advisors of the Sellers and their Affiliates to reasonably cooperate with the other party Buyer in its investigation of the Purchased Business. Any investigation by Buyer or its authorized Representatives pursuant to this Section 5.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3)Sellers. Notwithstanding the foregoing, neither Buyer shall not (A) have access to personnel records of the CompanySellers relating to individual performance or evaluation records, on the one hand, nor Parent, on the medical histories or other hand, shall be required to provide any information which it reasonably believes it may in the Sellers’ good faith opinion is sensitive or the disclosure of which could subject the Sellers to risk of liability or (B) without the prior written consent of the Sellers’ Representative (not provide to be unreasonably withheld, conditioned or delayed), conduct or cause to be conducted any sampling, testing or otherwise invasive investigation of the air, soil, surface water, groundwater, building materials or other environmental media related to the other by reason of any applicable lawPurchased Business or the Purchased Assets. Notwithstanding the foregoing, which constitutes information protected by attorney/client privilegeuntil the Sale Order shall have been entered, or which it is required to keep confidential by reason of contract or agreement except with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions prior written consent of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 Sellers, Buyer shall be kept confidential in accordance withnot, and shall otherwise be subject cause its Affiliates and their respective representatives (including counsel, accountants and financial advisors) not to, initiate or maintain contact with any security-holder, director, officer, employee, partner, manager, member, agent, advisor, representative, customer, supplier, vendor, independent contractor, lender or landlord of the Sellers or any of their Affiliates, in each case, solely with respect to, or relating or referring in any way to the terms ofsale of coal. (b) Without limiting the generality of Section 5.03(a), the Confidentiality Agreement dated as of October 1, 2023 between Parent Buyer and the Company (Sellers shall, beginning immediately upon the “Confidentiality Agreement”)Effective Date and continuing until Closing, conduct a reasonable joint pre-closing review to confirm the quantities of Coal Inventory and the existence and location of the Equipment and Fixed Assets, for the purpose of verifying the same; provided that such pre-closing review shall not interfere unreasonably with the conduct of the business of the Sellers.

Access to Information. (a) From the date of this Agreement until through the Effective Time, to the extent permitted by applicable lawClosing, the Company shall afford to representatives of Buyer and Parent willVAB Acquisition Sub access to the officers, employees, accountants, counsel, offices, properties, books and records during normal business hours hours, as Buyer or VAB Acquisition Sub may reasonably request in order that Buyer and VAB Acquisition Sub may have an opportunity to make such investigations as they desire of the affairs of the Company and the Company Subsidiaries (including any investigations reasonably required by Buyer to determine the Tax cost to Buyer and VAB Acquisition Sub of the VAB Purchase) and to facilitate consummation of the Transactions; provided, however, that such investigation shall be upon reasonable requestnotice, (a) give shall not unreasonably disrupt the other party personnel and its counsel, financial advisors, auditors operations of the Company and other authorized representatives reasonable shall be subject to Applicable Laws. All requests for access to the offices, properties, books books, and records of such party and its Subsidiaries, (b) furnish relating to the other party Company and its counselthe Company Subsidiaries shall be made to such representatives of the Company as the Company shall designate, financial advisorswho shall be solely responsible for coordinating all such requests and all access permitted hereunder. None of Buyer, auditors and other authorized VAB Acquisition Sub or their representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its shall contact any of the employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business customers or suppliers of the Company or Parentits respective Affiliates in connection with the Transactions, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such representatives of the Company as the case Company may be; provided that such investigation shall not unreasonably disrupt designate. If, in the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing course of any environmental media be conducted without the prior consent investigation pursuant to this Section 6.1, Buyer becomes aware of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any breach of any representation or warranty given by either party hereunder; providedcontained in this Agreement or any circumstance or condition that upon the Closing would constitute such a breach, furtherBuyer covenants that it will promptly so inform the Company and VAB Acquisition Sub. To the extent permitted under Applicable Law, that from and after the date hereof, the Company shall perform reasonably cooperate with Buyer and VAB Acquisition Sub regarding the actions set forth on Section 7.3 determination and implementation of an orderly transition following the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Merger.

Access to Information. From the date of this Agreement hereof until the Effective Time, to the extent permitted by applicable lawTime (or termination of this Agreement), the Company and Parent willshall give Parent, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives Representatives full access at reasonable access times to the offices, properties, permits, files, books and records of such party the Company and its Subsidiaries, (b) will furnish to the other party and Parent, its counsel, financial advisors, auditors and other authorized representatives Representatives such financial and operating data and other information as such Persons may reasonably request, request and (c) will instruct its the Company's employees, counsel and financial advisors to reasonably cooperate with the other party Parent in its investigation of the operations, business and/or properties of the Company and its Subsidiaries, including in connection with any environmental assessment or Parent, as the case assessments (which may beinclude visual and physical inspections and testing); provided that such no investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent pursuant to be within the Company’s reasonable discretion); and provided, further, that no such investigation this Section shall affect any representation or warranty given by either party hereunder; provided, further, that the Company to Parent hereunder and nothing herein shall perform require the actions set forth on Section 7.3 Company or any of its Subsidiaries to disclose any information that would cause a violation of law or any confidentiality agreement in effect as of the Company Disclosure Schedules (subject to the terms date of this Section 7.3)Agreement. Notwithstanding All nonpublic information provided to, or obtained by, Parent in connection with the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, transactions contemplated hereby shall be required to provide any information which it reasonably believes it may not provide to the other by reason "Evaluation Material" for purposes of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as previously executed by or on behalf of October 1, 2023 between Parent and the Company (the “"Confidentiality Agreement”"); provided, however, that notwithstanding anything to the contrary contained in the Confidentiality Agreement or this Agreement, nothing shall prohibit Parent or Merger Subsidiary from including, after prior consultation with the Company or its Representatives, in the Schedule TO, the Offer to Purchase, the other Tender Offer Documents or the Proxy Statement, any information that is required by law to be disclosed therein in connection with the purchase of Shares or the solicitation of proxies in connection with the Offer and the Merger, respectively.

Access to Information. (a) From the date of this Agreement hereof until the Effective TimeClosing Date, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable requestnotice, Seller shall cause each of its Affiliates, officers, directors, employees, agents, representatives, accountants, counsel and financial advisors to (ai) give the other party and Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable full access during normal business hours to the offices, properties, books and records of such party and its Subsidiariesthe Business, (bii) furnish to the other party and Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business as such Persons may from time to time reasonably request, request and (ciii) instruct its the officers, directors, employees, agents, representatives, accountants, counsel and financial advisors of Seller or any of its Affiliates to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentBusiness; PROVIDED, as the case may be; provided HOWEVER, that such any investigation pursuant to this Section 5.02 shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without in such manner as not to unreasonably interfere with the prior consent of the Company, such consent to Business and shall be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3)the Confidentiality Agreement. Notwithstanding No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by either Seller or the foregoingMajority Stockholder hereunder or the Voting Agreement, neither respectively. (b) On and after the CompanyClosing Date, on Seller and its Affiliates will hold, and will use their reasonable best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the one handBuyer, nor ParentBuyer's Affiliates and the Business. (c) On and after the Closing Date, on Seller will, for a period of seven (7) years after the Closing Date (i) retain the books of account, financial and other hand, shall be required to provide any information which it reasonably believes it may not provide records (including accountants' work papers) of Seller that relate to the Business and the Purchased Assets for periods prior to the Closing in a manner reasonably consistent with prior practice of Seller or send such books and records to Buyer, who shall retain such books and records for such period and (ii) afford promptly to Buyer and its agents reasonable access to its books of account, financial and other by reason of any applicable lawrecords (including accountant's work papers), which constitutes information protected by attorney/client privilegeinformation, employees and auditors to the extent necessary or which it is required to keep confidential by reason of contract or agreement useful for Buyer in connection with any third Person. Each party audit, investigation, dispute or litigation or 44 any other reasonable business purpose relating to the Business; PROVIDED that any such access by Buyer shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which not unreasonably interfere with the restrictions conduct of the preceding sentence apply. All information obtained by Parent businesses or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as operations of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Seller.

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, (a) Subject to the provision of the Confidentiality Agreement, from the date hereof until the Closing Date, Seller hereto shall promptly (i) give the other party Purchaser and its respective counsel, financial advisors, accountants, auditors and other authorized representatives reasonable access to the offices, properties, books Books and records of such party Records relating to the Business and its Subsidiariesthe Purchased Assets, upon reasonable prior notice, (bbut only in a manner that does not cause disruption to Seller's business activities and only in accordance with Seller's site security regulations then in effect), (ii) furnish make available to the other party Purchaser and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business and the Purchased Assets, as such Persons Purchaser may reasonably request, request and (ciii) instruct its directors, officers, key employees, counsel counsel, auditors and financial advisors to reasonably cooperate with the Purchaser's directors, officers, key employees, counsel, financial advisors, auditors and other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunderauthorized representatives; provided, furtherhowever, that if Seller reasonably believes that the Company disclosure of any information hereunder would violate any Applicable Law, then Seller shall perform be entitled not to disclosure such information, and the actions parties agree to negotiate in good faith alternative means of disclosure, if possible, that would not violate Applicable Law. (b) Seller agrees that from and after the Closing Date, it will permit Purchaser and its representatives, in accordance with the procedures set forth on Section 7.3 in paragraph 7.07(a) above, to have access to and to examine and take copies of its Books and Records which are not delivered to Purchaser pursuant hereto and which directly relate to the Business and the Purchased Assets occurring prior to the Closing or to transactions or events occurring subsequent to the Closing which arise out of transactions or events occurring prior to the Closing. All Books and Records of the Company Disclosure Schedules (subject Seller relating to the terms Business and the Purchased Assets as conducted by Seller before the Closing Date and not delivered to Purchaser pursuant hereto will be preserved by Seller for a period of this Section 7.3). Notwithstanding not less than seven years following the foregoingClosing Date, neither the Company, on the one hand, nor Parent, on the other hand, shall or such longer period as may be required by Applicable Law; provided, however, that Seller shall provide written notice to Purchaser after the expiration of such seven year period if Seller desires to dispose of or destroy such Books and Records and shall provide any information Purchaser with the right to copy or take possession of such Books and Records. (c) Purchaser agrees that from and after the Closing Date, it will permit Seller and its representatives, in accordance with the procedures set forth in paragraph 7.07(a) above, to have access to and take copies of all Books and Records of Seller which it reasonably believes it may not provide are delivered to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company Purchaser pursuant to this Section 7.3 Agreement. All such Books and Records delivered to Purchaser will be preserved by Purchaser for a period of not less than seven years following the Closing Date, or such longer period as may be required by Applicable Law; provided, however, that Purchaser shall be kept confidential in accordance with, provide written notice to Seller after the expiration of such seven year period if Purchaser desires to dispose of or destroy such Books and Records and shall otherwise be subject provide Seller with the right to the terms of, the Confidentiality Agreement dated as copy or take possession of October 1, 2023 between Parent such Books and the Company (the “Confidentiality Agreement”)Records.

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable law, (a) Aon shall and shall cause the Company and Parent willthe Subsidiaries to afford to the officers, employees and authorized representatives of Buyer (including independent public accountants, attorneys and investment bankers) reasonable access during normal business hours and hours, upon reasonable requestadvance notice, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Company and the Subsidiaries to the extent Buyer shall reasonably deem necessary in order to be able to operate the Company and the Subsidiaries after the Closing and shall furnish or cause to be furnished to Buyer or its authorized representatives such additional information concerning the Company and the Subsidiaries as shall be reasonably requested; provided, however, that: (i) Aon, the Company and the Subsidiaries shall not be required to violate any Requirements of Law, Court Order or obligation of confidentiality to which Aon, the Company or any Subsidiary is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 7.1; (ii) Aon, the Company and the Subsidiaries shall not be required to furnish or otherwise make available to Buyer customer-specific data or competitively sensitive information; and (iii) Buyer shall not, without the prior written consent of Aon, contact or communicate with any vendor, customer, employee, independent contractor or other business partner of the Company and the Subsidiaries with respect to or in connection with the transactions contemplated by this Agreement. Buyer agrees that: (A) such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of Aon, the Company and the Subsidiaries; (B) all requests by Buyer for access or availability pursuant to this Section 7.1 shall be submitted or directed exclusively to an individual to be designated by Aon; and (C) Aon, the Company and the Subsidiaries shall not be required to provide any books and records or reports based thereon that they do not maintain or prepare in the ordinary course of such party their business. Notwithstanding the foregoing, the obligations of Aon pursuant to this Section 7.1 shall be subject to the right of Aon to determine, in its discretion, the appropriate timing of the disclosure of information it deems proprietary commercial information or privileged information. The parties shall act at all times in accordance with the terms and its Subsidiaries, provisions of the Confidentiality Agreement. (b) furnish Prior to the other party and its counselClosing Date, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestAon shall, and (c) instruct its employeesshall cause the Company and the Subsidiaries to, counsel and financial advisors to reasonably cooperate with Buyer with respect to transition matters, including to: (i) provide reasonable access to the other party employees of the Company and the Subsidiaries in its investigation respect of transition planning; (ii) designate certain of their employees to serve as members of a joint Aon/Buyer transition team and cause such individuals to devote reasonable time to transition matters (it being agreed that Aon (including the Company and the Subsidiaries) shall not be required to appoint more than 20 employees to such team); (iii) devote reasonable office accommodations and related facilities for a continuing presence of transition team members on the premises of the Company and the Subsidiaries; (iv) promptly provide the Buyer with copies of all correspondence or written communication among Aon or any of the Company or any Subsidiary, on the one hand, and A.M. Best Company Inc., Standard & Poor’s or Xxxxx’x Investors Service, Inc., on the other, which relates to the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion)Subsidiaries; and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 (v) make reasonably available officers of the Company Disclosure Schedules (subject and the Subsidiaries to assist the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement Buyer and its investment bankers in connection with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances “due diligence” meetings conducted in which connection with any financing transactions entered into by the restrictions of Buyer in connection with the preceding sentence apply. All information obtained transactions contemplated by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”).

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable lawClosing, the Company and Parent Indemnifying Members will, during normal business hours and upon reasonable request, will cause the Company to: (aA) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the officesright to inspect the Real Property, properties, assets, premises, books and records of such party records, contracts, agreements and other documents and data related to the Company; (B) furnish Buyer and its SubsidiariesRepresentatives with such financial, (b) furnish operating and other data and information related to the other party and Company as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, and (cC) instruct its employees, counsel and financial advisors the Company’s Representatives to reasonably cooperate with the other party Buyer in its investigation of the Company; provided, however, that any such investigation is conducted during normal business hours after reasonable advance notice to the Indemnifying Members, under the supervision of the Indemnifying Members’ or the Company’s personnel and in such manner as not to interfere with the Company’s normal operations. Buyer must direct all requests for access under this Section 6.2 exclusively to the Indemnifying Members or such other individuals as they may designate in writing from time to time. Despite anything to the contrary in this Agreement, neither the Indemnifying Members nor the Company must disclose any information to Buyer if the Indemnifying Members decide such disclosure would: (1) jeopardize any attorney-client or other privilege, or (2) contravene any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Before the Closing, with the prior Indemnifying Members’ written consent (which may be conditioned on the timing and their ability to accompany Buyer), which shall not be unreasonably withheld, Buyer may contact suppliers to, or employees, contractors or customers of the Company and may perform invasive or Parent, as subsurface investigations of the case Real Property. Consent to conduct investigations of the Real Property may be; provided that such investigation shall be conditioned on not unreasonably disrupt disturbing the Company’s or Parentoperations, obtaining the landlord’s operations consent and satisfying any requirements the landlord imposes (it being understood e.g., securing a bond, restoring the property, etc.). Buyer will, and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Companywill cause its Representatives to, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given abide by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)regarding any access or information provided under this Section 6.2.

Access to Information. (a) From the date of this Agreement until the Effective TimeClosing, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable requestnotice, TDCC shall use its reasonable best efforts to (ai) give the other party afford Parent and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to the offices, properties, properties and books and records of such party the Business; and its Subsidiaries, (bii) furnish to the other party and its counselauthorized Representatives of Parent such additional available information regarding the Business (or copies thereof), financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at Parent’s expense, during normal business hours, under the supervision of Dow’s personnel and in such a manner as not to interfere with the normal operations of the Business; (y) all requests for access pursuant to this Section 7.04(a) shall be made in writing and shall be directed to and coordinated with a person or persons designated by TDCC in writing; and (z) Parent shall not, and (c) instruct shall cause its Representatives not to, contact any of the employees, counsel and financial advisors to reasonably cooperate customers, distributors or suppliers of any Dow Entity in connection with the transactions contemplated by this Agreement and the other party Transaction Documents, whether in its investigation person or by telephone, mail, or other means of communication, without the business specific prior written authorization of TDCC. Notwithstanding anything to the Company or Parentcontrary in this Agreement, as the case may be; provided that such investigation TDCC shall not unreasonably disrupt be required to provide any access or disclose any information to Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege; (B) contravene any applicable Law, fiduciary duty or agreement; or (C) result in the Companyloss of protection of any proprietary information or Trade Secrets of any Dow Entity. When accessing any of Dow’s or Parentproperties, Parent shall, and shall cause its Representatives to, comply with all of Dow’s operations safety and security requirements for the applicable property. Notwithstanding anything to the contrary in this Agreement, (it being understood and agreed that I) in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall Dow be required to provide any information relating to any Excluded Assets or any Excluded Liabilities; and (II) neither Parent nor any of its Representatives shall be allowed to sample or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of TDCC, which it reasonably believes it consent may not provide be withheld in the sole discretion of TDCC. (b) From the date of this Agreement until the Closing, upon reasonable notice, Parent shall use its reasonable best efforts to (i) afford TDCC and its authorized Representatives reasonable access to the other by reason of any applicable lawoffices, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable properties and appropriate substitute disclosure arrangements under circumstances in which the restrictions books and records of the preceding sentence apply. All businesses of Parent and its Subsidiaries; and (ii) furnish to the authorized Representatives of TDCC such additional available information obtained by regarding the businesses of Parent and its Subsidiaries (or copies thereof), as TDCC may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at TDCC’s expense, during normal business hours, under the supervision of the personnel of Parent or its Subsidiaries and in such a manner as not to interfere with the Company normal operations of the businesses of Parent and its Subsidiaries; (y) all requests for access pursuant to this Section 7.3 7.04(b) shall be kept confidential made in accordance withwriting and shall be directed to and coordinated with a person or persons designated by Parent in writing; and (z) TDCC shall not, and shall otherwise cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any Parent Entity in connection with the transactions contemplated by this Agreement and the other Transaction Documents, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of Parent. Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to provide any access or disclose any information to TDCC or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege; (B) contravene any applicable Law, fiduciary duty or agreement; or (C) result in the loss of protection of any proprietary information or Trade Secrets of any Parent Entity. When accessing any of the properties of Parent or its Affiliates, TDCC shall, and shall cause its Representatives to, comply with all of Parent’s or its Affiliates’ safety and security requirements for the applicable property. Notwithstanding anything to the contrary in this Agreement, neither TDCC nor any of its Representatives shall be allowed to sample or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of Parent, which consent may be withheld in the sole discretion of Parent. (c) The provisions of this Section 7.04 are subject to the terms of, the Confidentiality Tax Matters Agreement dated as of October 1, 2023 between Parent with respect to Tax matters and the Company (the “Confidentiality Agreement”)Employee Matters Agreement with respect to employee matters.

Access to Information. From the date of this Agreement Effective Date until the Effective TimeClosing, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, Seller shall (a) give the other party grant Buyer and its counselRepresentatives full access to, financial advisorsand a full opportunity to inspect, auditors investigate, and other authorized representatives reasonable access to audit, the officesBooks and Records, properties, books Contracts, filings, and other documents, data, and records of such party and its Subsidiariesrelated to the Business, (b) furnish Buyer and its Representatives with such financial, operating, and other data and information related to the other party and Business as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel and financial advisors the Representatives of Seller to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or Parent, as the case may be; provided that such Business. Any investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 5.2 shall be kept confidential conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in accordance withsuch a manner as not to unreasonably interfere with the conduct of the Business or any other businesses of Seller. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty, or agreement given or made by Seller in this Agreement. All requests by Buyer for access pursuant to this Section 5.2 shall be submitted or directed exclusively to Dxxxx X’Xxxxx and B. Sxxxx Xxx, or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s counsel’s opinion (which shall be delivered to Buyer) would: (y) jeopardize Seller’s attorney-client privilege; or (z) contravene any applicable Legal Requirement. Except as provided in Section 6.2(d), Buyer may not contact any suppliers or customers of the Business without Seller’s prior written consent, which shall not be unreasonably withheld. Prior to the Closing, Buyer shall, and shall otherwise be subject to cause its Representatives to, abide by the terms of, of the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)with respect to any access or information provided pursuant to this Section 5.2.

Access to Information. From After the date of this Agreement until the Effective Timehereof, subject to the extent permitted by any existing confidentiality restrictions and to applicable law, Seller shall afford to the Company officers, employees and Parent will, authorized representatives of Buyer reasonable access during normal business hours and hours, upon reasonable requestadvance notice, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books properties and business and financial records of such party the Companies to the extent Buyer shall reasonably deem necessary or desirable and its Subsidiaries, (b) shall furnish to Buyer or its authorized represen tatives such additional information concerning the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information Companies as such Persons may shall be reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided requested. Buyer agrees that such investigation shall be conducted in a manner that shall not interfere unreasonably disrupt with the Company’s personnel and operations of the Companies or Parent’s operations (it being Seller. All Buyer requests for such access shall be made to such representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all such access hereunder. It is further understood and agreed that neither Buyer nor its representatives shall contact any employees, customers, suppliers or other associates or Affiliates of Seller or the Companies in no event connection with the transactions contemplated hereby, in any manner whatsoever, without prior authorization of such representatives of Seller as Seller may designate (which authorization shall not be unreasonably withheld or delayed). If, as of the date hereof or at anytime hereafter up to and including the Closing Date, Buyer or its officers, employees or authorized representatives discover any invasive or subsurface investigation or testing breach of any environmental media be conducted without the prior consent warranty or any inaccuracy of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; providedcontained in this Agreement, further, Buyer covenants that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances will promptly so inform Seller in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)writing.

Access to Information. From (a) Subject to Section 4.4 hereof, until the date earlier of the Closing or the termination of this Agreement until Agreement, Seller shall cause its officers, directors, employees and other agents to afford the Effective Timeofficers, to the extent permitted by applicable lawdirectors, the Company employees and Parent will, other agents of Buyer reasonable access during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officesofficers, directors, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and their books and records of records, and shall furnish Buyer with such party financial, operating and other data and information with respect to the Company and its Subsidiaries, (b) furnish to the other party and as Buyer, through its counselofficers, financial advisorsemployees or agents, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request. In exercising its rights hereunder, and (c) instruct its employees, counsel and financial advisors Buyer shall conduct itself so as not to reasonably cooperate with interfere in the other party in its investigation conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 agents of the Company Disclosure Schedules (subject and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the terms of contrary set forth in this Section 7.3). Notwithstanding the foregoingAgreement, neither Seller nor any of its Affiliates (including the Company, on the one hand, nor Parent, on the other hand, Company and its Subsidiaries) shall be required to provide disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which it reasonably believes it may not provide to Seller or any of its Affiliates (including the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is required the common parent or any other information relating to keep confidential by reason Taxes or Tax Returns other than information relating solely to the Company and its Subsidiaries. (b) After the Closing, upon reasonable written notice, Buyer shall furnish or cause to be furnished to Seller and its counsel, agents and representatives access, during normal business hours, to such information and assistance relating to the Company and its Subsidiaries as is necessary for (i) any financial reporting and accounting matters, the preparation and filing of contract any Tax Return, the defense of any Tax claim or agreement assessment, or in connection with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent obligation or the defense of any Action, or (ii) with Buyer’s consent, which shall not be unreasonably withheld or delayed, any other reasonable business purpose. Seller shall reimburse the Company for reasonable out-of-pocket costs and expenses incurred in assisting Seller pursuant to this Section 7.3 4.5(b). (c) To the extent permitted by applicable Laws, within one (1) Business Day after the date of this Agreement, Seller shall be kept confidential in accordance withprovide, and or shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and cause the Company to provide, Buyer with the information called for by the templates attached hereto as Exhibit C for each employee of the Company and its Subsidiaries other than Canadian employees and temporary employees (the “Confidentiality AgreementEmployee Data”).. The Employee Data shall be provided to Buyer electronically in Microsoft Excel

Access to Information. From (a) Between the date of this Agreement until and the Effective TimeClosing Date, Seller Group shall, subject to the extent permitted any restrictions as to confidentiality applicable to Seller Group whether by applicable lawLaw, the Company and Parent will, during normal business hours and upon reasonable requestagreement or contract, (ai) give the other party Buyer and its counsel, financial advisors, auditors and other authorized representatives reasonable access to all books, records, work papers, personnel, offices and other facilities and properties of the offices, properties, books and records of such party Business and its Subsidiaries, accountants; (bii) furnish to the other party permit Buyer and its counsel, financial advisors, auditors and other authorized representatives to make such copies and inspections thereof as any of them may reasonably request; (iii) permit Buyer and its authorized representatives to conduct an environmental inspection of the Business Real Property (including a “Phase I” site assessment which may also include interior wipe sampling), provided that Buyer and its representatives shall have no right to undertake any soil or groundwater investigation; and (iv) cause the officers of Seller Group to furnish Buyer and its authorized representatives with such financial and operating data and other information with respect to the business and properties of the Business as such Persons any of them may from time to time reasonably request; provided, however, that any such access shall be conducted during normal business hours under the supervision of Seller Group’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not interfere unreasonably with the normal operations of the Business, except as otherwise contemplated by this Agreement. (b) From and after the date of this Agreement and continuing until the Buyer Survival Date, all Seller Group Confidential Information (as hereinafter defined) shall (i) be held by Buyer with the same degree of skill and care that it would exercise in similar circumstances in carrying out its own business to prevent the disclosure or accessibility to others of such information and (cii) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt be revealed, reported, published, disclosed or transferred to any person or entity (other than the Company’s Seller Group). For purposes of this Agreement, “Seller Group Confidential Information” means any non-public information related to the Business furnished or Parent’s operations provided by Seller Group or its affiliates to Buyer; provided, however, that Seller Group Confidential Information shall not be deemed to include (it being understood A) information related to the Business that was already publicly known and agreed in the public domain prior to the time of its initial disclosure to Buyer or (B) any information related to the Seller Group that in no event shall any invasive is or subsurface investigation becomes available to Buyer or testing of any environmental media be conducted without its affiliates after the prior consent of the Company, such consent Closing from a source that Buyer reasonably believes not to be within the Company’s reasonable discretion); and provided, further, that no under an obligation of confidentiality with respect to such investigation shall affect any representation or warranty given by either party hereunderinformation; provided, further, that the Company shall perform the actions set forth on Section 7.3 Buyer may reveal, report, disclose or transfer any Seller Group Confidential Information pursuant to a subpoena or order issued by a court of the Company Disclosure Schedules (subject to the terms competent jurisdiction or by a judicial or administrative or legislative bodies or committee. For purposes of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms ofAgreement, the Confidentiality Agreement dated as “Buyer Survival Date” means (x) the Closing Date in respect of October 1all Seller Group Confidential Information relating to Transferred Intellectual Property; (y) two (2) years following the Closing Date in respect of all other Seller Group Confidential Information other than Seller Group Confidential Information relating to Intellectual Property; and (z) five (5) years following the Closing Date for Seller Group Confidential Information relating to Intellectual Property other than Transferred Intellectual Property; or in any case, 2023 between Parent and the Company (the “Confidentiality Agreement”)date on which such Seller Group Confidential Information becomes publicly known through no action or inaction of Buyer or any of its Affiliates.

Access to Information. From 5.9.1 Subject to applicable Law, during the period commencing on the date of this Agreement until Plan of Merger and ending at the earlier of the Effective Time, to Time and the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable requesttermination of this Plan of Merger in accordance with Article VII, (a) give Company will, and will cause each of the other party Company Subsidiaries to, upon reasonable prior written notice, permit Purchaser and its counsel, financial advisors, auditors and other authorized representatives Representatives to have reasonable access at all reasonable times, and in a manner so as not to interfere with the normal business operations of Company and the Company Subsidiaries, to the officesofficers and senior management, propertiespremises, books agents, books, records, and records Contracts of such party or pertaining to Company and its Subsidiaries, the Company Subsidiaries as may be reasonably requested in writing; and (b) upon the reasonable request of Company, Purchaser shall furnish to the other party such reasonable information about it and its counsel, financial advisors, auditors business as is relevant to Company and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate shareholders in connection with the other party in its investigation transactions contemplated by this Plan of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunderMerger; provided, furtherhowever, that such access or disclosure of information will (i) comply with all applicable Laws, (ii) not result in, or reasonably be expected to result in, the Company shall perform the actions set forth on Section 7.3 waiver of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/-client privilege, or which it is required (iii) not result in, or reasonably be expected to keep confidential by reason result in, a material breach of contract any material Contract. No such access shall affect the representations, warranties, covenants or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions agreements of the preceding sentence apply. All information obtained by Parent parties (or the remedies with respect thereto) or the conditions to the obligations of the parties under this Plan of Merger. 5.9.2 All Information of Company (as defined in the Company Confidentiality Agreement) provided pursuant to this Section 7.3 Plan of Merger shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, provisions of the Confidentiality Agreement Agreement, dated as of October 1January 5, 2023 2024, between Parent Company and Purchaser ("Company Confidentiality Agreement"), which shall remain in full force and effect in accordance with its terms. All Information of Purchaser (as defined in the Purchaser Confidentiality Agreement) provided pursuant to this Plan of Merger shall be subject to the provisions of the Confidentiality Agreement, dated as of April 4, 2024, between Company and Purchaser ("Purchaser Confidentiality Agreement", and together with the Company (the “Confidentiality Agreement”, the ("Confidentiality Agreements"), which shall remain in full force and effect in accordance with its terms.

Access to Information. From (a) During the date of this Agreement until Pre-Closing Period, the Effective Time, to Sellers and the extent permitted by applicable law, Warrantors shall cause the Company and Parent willeach Subsidiary to afford the officers, attorneys, accountants, tax advisors, lenders and other authorized representatives of the Buyer reasonable access upon reasonable notice and during normal business hours and upon reasonable requestto all personnel, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party the Company and its the Subsidiaries, (b) so that the Buyer may have full opportunity to make such investigation as it shall reasonably request of the management, business, properties and affairs of the Company and the Subsidiaries, and the Buyer shall be permitted to make abstracts from, or copies of, all such books and records. The Sellers and the Warrantors shall cause the Company and each Subsidiary to furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives Buyer such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, and the Subsidiaries as the case may be; provided that Buyer shall reasonably request. (b) Within [**] Business Days after the end of each month ending prior to the Closing, beginning with May 31, 2013, the Sellers shall cause the Company to furnish to the Buyer an unaudited income statement for such investigation month and a balance sheet as of the end of such month, prepared on a basis consistent with the Financial Statements. Such financial statements shall not unreasonably disrupt present fairly the consolidated financial condition and results of operations of the Company and the Subsidiaries as of the dates thereof and for the periods covered thereby, and shall, in all material respects, be consistent with the books and records of the Company and the Subsidiaries. At the request of the Buyer, and at the Buyer’s expense, the Company shall cooperate with the Buyer (through the engagement of the Company’s auditors or Parent’s operations (it being understood and agreed that as otherwise requested by the Buyer) in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, reconciling such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement monthly financial statements with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)GAAP.

Access to Information. From Prior to the date of this Agreement until the Effective TimeClosing Date, to the extent permitted by this Section 7.1 and applicable lawLaw, Acquiror shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the properties, businesses and operations of the Company and such examination of the books and records and Tax reporting positions of the Company as Acquiror reasonably requests and to make extracts and copies of such books and records at Acquiror’s own expense. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company to cooperate with Acquiror and Acquiror’s representatives in connection with such investigation and examination, and Acquiror and its representatives shall cooperate with the Company and its representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require the Company to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company is bound. Further, prior to the Closing Date, the Company shall furnish or otherwise make available (including via XXXXX, if applicable) to Acquiror (i) a copy of each report, schedule, form, statement and Parent will, other document filed by it or received by it during normal business hours and upon reasonable requestsuch period pursuant to the requirements of federal or state securities Laws reasonably promptly following such filing or receipt, (aii) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officesextent available, propertiesfor the period beginning after the date of this Agreement and ending at the Effective Time, books and records as soon as practicable after the end of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requesteach month, and (c) instruct its employeesin any event within 30 days thereafter, counsel and financial advisors to reasonably cooperate with the other party in its investigation a copy of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent monthly consolidated financial statements of the Company, such consent including statements of financial condition, results of operations, and statements of cash flow, and (iii) all other information concerning its business, properties and personnel as Acquiror may reasonably request. No investigation pursuant to be within the Company’s reasonable discretion); and provided, further, that no such investigation this Section 7.1 shall affect any representation or warranty given by either party hereunder; provided, further, that in this Agreement of any Party or any condition to the Company shall perform the actions set forth on Section 7.3 obligations of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Parties.

Access to Information. (a) From the date of this Agreement hereof until the Effective Time, to the extent permitted by applicable lawClosing Date, the Company Sellers shall allow Buyer and Parent willits officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) access (including for inspection and copying) during normal business hours and (upon reasonable requestadvance notice, (aat mutually agreeable times, and in a manner that does not materially interfere with the operations of the Transferred Companies) give to the other party and its counselRepresentatives, financial advisorsproperties, auditors offices and other authorized representatives reasonable access to the offices, propertiesfacilities, books and records of such party the Company and each of its Subsidiaries, (b) and shall furnish to the other party and its counselBuyer with such financial, financial advisors, auditors operating and other authorized representatives such financial and operating data and other information as such Persons Buyer may reasonably request; provided, and (c) instruct that neither Buyer nor any of its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation Affiliates or Representatives shall contact any of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations any of its Subsidiaries’ employees, customers or suppliers without first coordinating such contact with the Company. (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing b) In order to facilitate the resolution of any environmental media be conducted without claims made against or incurred by the Sellers prior to the Closing, or for any other reasonable purpose, for a period of three years after the Closing, Buyer shall: (i) retain the books and records (including personnel files) of the Transferred Companies relating to periods prior to the Closing in a manner reasonably consistent with the prior consent practices of the CompanyTransferred Companies, and (ii) upon reasonable advance notice (at mutually agreeable times, and in a manner that does not materially interfere with the operations of Buyer), afford the Sellers reasonable access to (including the right to make, at Sellers’ expense, photocopies of), during normal business hours, such consent to be within the Company’s reasonable discretion); books and providedrecords, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms Sellers entering into reasonable confidentiality agreements. (c) The provisions of this Section 7.3). Notwithstanding 6.3 shall be carried out in accordance with applicable Law relating to the foregoingexchange of information, neither and notwithstanding anything to the Companycontrary in this Agreement, on none of the one hand, nor Parent, on the other hand, Transferred Companies (or any of their respective Affiliates) shall be required to provide access to or disclose information where such access or disclosure would waive the attorney-client privilege of such party or contravene any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Law.

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable law, The Sellers shall cause the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party its Subsidiaries to afford Purchaser and its counselaccountants, financial advisors, auditors counsel and other authorized representatives reasonable access to (a) all of the offices, properties, books books, Contracts, commitments and records of such party the Company and its Subsidiaries, including all Company Intellectual Property and Company Products, (b) furnish all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the other party Company and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information Subsidiaries as such Persons Purchaser may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation executive Senior Managers of the business Company and any additional Employees of the Company or Parentits Subsidiaries as reasonably requested by Purchaser. The Sellers shall cause the Company and its Subsidiaries to provide to Purchaser and its accountants, as the case may becounsel and other representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, furtherhowever, that no such investigation information discovered through the access afforded by this Section 6.1 shall (x) limit or otherwise affect any remedies available to the Party receiving such notice, (y) constitute an acknowledgment or admission of a breach of this Agreement, or (z) be deemed to amend or supplement the Sellers’ Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. For the avoidance of doubt, the right to indemnification, payment of Losses or any other remedy will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by the Sellers or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty given by either party hereunder; providedwarranty, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, or on the one handperformance of or compliance with any such covenant or agreement, nor Parentwill not affect the right to indemnification, payment of Losses, or any other remedy based on the other handany such representation, warranty, covenant or agreement. No Indemnified Party shall be required to provide show reliance on any information which it reasonably believes it may not provide representation, warranty, certificate or other agreement in order for such Indemnified Party to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required be entitled to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)indemnification hereunder.

Access to Information. From (a) Between the date of this Agreement until and the Effective TimeClosing Date, Seller shall provide, and cause Dynegy to provide, Buyer and its Representatives with information as to the extent permitted by applicable lawBusiness, the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestCompanies, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or ParentSpecified Assets, as reasonably requested by Buyer, provided that, Buyer agrees and acknowledges that Seller’s obligations under this Section 6.1(a), including the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall obligation to cause Dynegy to take any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Companyactions, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (are expressly subject to and limited by Seller’s rights to such information under the terms of this Section 7.3)Merger Agreement. Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, Seller shall not be required to provide any information (A) which it Seller reasonably believes it may not provide it, its Affiliates, Dynegy or any of its Affiliates is prohibited from providing to the other Buyer by reason of any applicable lawLaw, Permit or Order, (B) which constitutes or allows access to information protected by attorney/client privilege, or (C) which it Seller, its Affiliates, Dynegy or any of its Affiliates is required to keep confidential or prevent access to by reason of any contract or agreement with a third party, provided that such entity has sought a waiver from such third party. (b) For a period of two (2) years from and after the Closing Date (or if the Closing does not occur, from the date hereof) all nonpublic information in any third Person. Each party shall use reasonable efforts form or medium, written or oral, concerning Dynegy and its Affiliates and/or the transactions contemplated by this Agreement or Merger Agreement (including all notes, analyses, studies, interpretations, memoranda and other documents, materials or reports that contain, reflect or are based upon, in whole or in part, such information) furnished to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information or obtained by Parent or the Company Buyer and Buyer’s Representatives pursuant to this Section 7.3 6.1 or furnished prior to the date hereof in connection with the evaluation and the negotiation of this transaction shall be kept confidential by Buyer and Buyer’s Affiliates and shall not be disclosed to any third parties, except for those of Buyer’s or its Affiliates’ Representatives who reasonably require access to such nonpublic information in accordance withconnection with the transactions contemplated by this Agreement (so long as Buyer remains liable hereunder for any breach of this provision by any such Representative), and shall otherwise be subject used solely for the purpose of achieving the closing of the transactions contemplated by this Agreement in accordance with the terms of this Agreement. For the avoidance of doubt, nothing herein shall prevent Buyer from sharing such information with ratings agencies, provided that such ratings agencies are informed of the confidential nature of such information and agree to keep such information confidential. In the event this Agreement is terminated as provided in Article IX hereof, Buyer shall return or destroy all such nonpublic information to Seller provided that neither such return nor such destruction shall relieve Buyer of its obligations under this Section 6.1. From and after the Closing, the confidentiality provisions of this Section 6.1(b) shall not apply to Buyer with respect any such information to the terms ofextent that it relates to the Business, the Confidentiality Agreement dated as Companies or the Specified Assets. For a period of October 1two (2) years from and after the Closing Date (or if the Closing does not occur, 2023 between Parent from the date hereof), Seller and its Affiliates shall keep confidential all nonpublic information in any form or medium, written or oral, concerning the Business, the Companies and the Company Specified Assets, and shall not disclose such information to any third parties, except those of Seller’s or its Affiliates’ Representatives who reasonably require access to such non public information in connection with the transactions contemplated by this Agreement, including in connection with the enforcement thereof (so long as Seller remains liable hereunder for any breach of this provision by any such Representative); provided, however, that Seller may disclose such information related to the “Confidentiality period prior to the Closing in connection with any financial reporting, compliance with any requirements of Law or Order and for tax purposes. This Section 6.1(b) shall not apply to any information, documents or materials which are in the public domain or shall come into the public domain, other than by reason of a breach by either Party of their obligations hereunder. Furthermore, nothing herein shall be deemed to limit or restrict either Party from disclosing any information (i) in any action or proceeding by such party to enforce any rights it may have against the other Party; (ii) in connection with any interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demands, or any other similar process; and (iii) in connection with routine audits or examinations by, or a blanket document request from, a regulatory or self-regulatory authority, bank examiner or auditor. (c) As of the Closing Date, each of the Parties shall, and shall cause its Representatives to, afford to the other Party, including its Representatives and Affiliates, reasonable access to all books, records, files and documents to the extent they are related to the Companies and the Specified Assets in order to permit such Party and its Affiliates to prepare and file their Tax Returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any proceedings relating to or involving such Party or its Affiliates, to discharge its obligations under this Agreement”, to comply with financial reporting requirements, and for other reasonable purposes, and will afford such Party and its Affiliates reasonable assistance in connection therewith. Each Party will cause such records to be maintained for not less than seven (7) years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to the other Party; provided, however, that in the event that Buyer transfers all or a portion of the business of the Companies or the Specified Assets to any third party during such period, Buyer may transfer to such third party all or a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.1(c). In addition, on and after the Closing Date, at either Party’s request, the other Party shall make available to the requesting Party and its Affiliates and Representatives those employees of the other Party requested by such Party in connection with any proceeding, including to provide testimony, to be deposed, to act as witnesses and to assist counsel; provided, however, that (i) such access to such employees shall not unreasonably interfere with the normal conduct of the operations of the other Party and (ii) the requesting Party shall reimburse the other Party for the out-of-pocket costs reasonably incurred by such Party in making such employees available to the requesting Party and its Affiliates and Representatives. (d) As of the Closing, Seller and its Affiliates shall be entitled to retain copies (at Seller’s sole cost and expense) of all books and records relating to its ownership or operation of the Companies, the Business and the Specified Assets.

Access to Information. From the date of this Agreement hereof until the Effective TimeClosing, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, Seller shall (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the officesright to inspect all of the lands, properties, books assets, premises, Books and records of such party Records, Contracts and its Subsidiaries, other documents and data related to the Purchased Assets; (b) furnish to the other party Buyer and its counselRepresentatives with such financial, financial advisors, auditors operating and other authorized representatives such financial and operating data Data, Property Documentation, and other information related to the Purchased Assets as such Persons Buyer or any of its Representatives may reasonably request, ; and (c) instruct its employees, counsel and financial advisors the Representatives of Seller to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentPurchased Assets; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal business hours upon reasonable advance notice to Seller, under the prior consent supervision of Seller’s personnel and in such a manner as not to interfere with the operation of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation Purchased Assets or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions other businesses of the preceding sentence applySeller. All information obtained requests by Parent or the Company Buyer for access pursuant to this Section 7.3 6.2 shall be kept confidential submitted or directed exclusively to Xxxxx Xxxxxxxxxx or such other individuals as Seller may designate in accordance withwriting from time to time. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s reasonable discretion, after consultation with qualified outside counsel: (x) jeopardize any attorney-client or other privilege; or (y) contravene any Law. Prior to the Closing, without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed, Buyer shall not directly or indirectly contact any parties to or beneficiaries under any Contracts or Leases, or suppliers to, or customers of, the Purchased Assets. Buyer shall have the right to perform Phase I investigations of the lands contemplated by this Agreement, and with Seller’s written consent, which shall not be unreasonably withheld, conditioned or delayed, invasive or subsurface investigations of such lands. Buyer shall, and shall otherwise be subject to cause its Representatives to, abide by the terms of, of the Confidentiality Mutual Non-Disclosure and Non-Circumvention Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)with respect to any access or information provided pursuant to this Section 6.2.

Access to Information. (a) From the date of this Agreement until the earlier of the Effective TimeTime and the valid termination of this Agreement in accordance with Article 10 hereof, and subject to Applicable Law and the extent permitted by applicable lawConfidentiality Agreements, the Company shall, and Parent will, during normal business hours and upon reasonable requestshall cause each of its Subsidiaries to, (ai) give the other party and to Parent, its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access during normal business hours to the officesemployees, offices (subject to the Company taking actions to ensure compliance by the Company and its Subsidiaries and their respective directors, officers and employees with any COVID-19 Measures), properties, books and records of such party and its Subsidiariesparty, (bii) furnish reasonably promptly to the other party and Parent, its counsel, financial advisors, auditors and other authorized representatives such Representatives all information (financial and operating data and other information or otherwise) as such Persons may reasonably requestrequest concerning the Company’s and its Subsidiaries’ business, properties and personnel, and (ciii) instruct its employees, counsel counsel, financial advisors, auditors and financial advisors other authorized Representatives to reasonably cooperate with the other party Parent in its investigation. Any investigation pursuant to this Section 6.04 shall be conducted under supervision of appropriate personnel of the Company and in such manner as not to unreasonably interfere with the conduct of the business of the Company or ParentCompany, as the case may be; provided that such investigation and shall not unreasonably disrupt include the Company’s collection or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing analysis of any environmental media samples, except for the purposes of assessing a “recognized environmental condition” identified in any Phase I environmental site assessment and then only upon prior written consent from the Company (which consent shall not be conducted without unreasonably withheld, conditioned or delayed), and, if required under the applicable Real Property Lease, the prior written consent of the Companylessor of the applicable property. (b) Notwithstanding the foregoing in this Section 6.04 or the provisions of Section 8.01, the Company may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided under this Section 6.04 and Section 8.01 as “Outside Counsel Only Material”. Outside Counsel Only Material and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by such consent outside counsel to employees, officers, directors or other Representatives of the recipient unless express permission is obtained in advance from the Company or its legal counsel. Anything to the contrary contained in this Section 6.04 and Section 8.01 notwithstanding, materials provided pursuant to this Section 6.04 or Section 8.01 may be within redacted (i) as necessary to comply with terms of any applicable confidentiality arrangements to which the Company’s reasonable discretion); and Company or any of its Subsidiaries is a party as of the date of this Agreement (provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform use its commercially reasonable efforts to allow for such access or disclosure that does not result in a violation), and (ii) as necessary to address reasonable legal privilege concerns (provided, that the actions set forth on Section 7.3 Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in such loss of any such attorney-client, attorney work product or other legal privilege); provided, however, that if any of the restrictions in the foregoing clauses (i)-(ii) shall apply, the Company Disclosure Schedules (shall advise Parent of the subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason matter of any applicable law, which constitutes such information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party that cannot be disclosed and shall use commercially reasonable efforts to make reasonable appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and appropriate substitute disclosure arrangements under circumstances in which the restrictions to ensure protection of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)legal privilege.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws relating to the date exchange of this Agreement until information, the Company shall afford to the officers, employees, accountants, counsel and other representatives of the Buyer, access, during normal business hours during the period prior to the Effective Time, to the extent permitted by applicable lawall its properties, books, contracts, commitments and records and, during such period, the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access shall make available to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and Buyer all other information concerning its business, properties and personnel as such Persons the Buyer may reasonably request, and request (c) instruct its employees, counsel and financial advisors other than information which the Company is not permitted to reasonably disclose under applicable law). The Buyer will cooperate with the other party in its investigation of Company to establish a regular information dissemination process designed to minimize disruption to the business of the Company's ongoing operations. The Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any information which it reasonably believes it may not provide law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the other by reason date of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Personthis Agreement. Each party shall use reasonable efforts to The parties hereto will make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. . (b) All information obtained furnished by Parent or the Company to the Buyer or its representatives pursuant to this Section 7.3 hereto shall be kept confidential in accordance withtreated as the sole property of the Company and, if the Merger shall not occur, the Buyer and its representatives shall return to the Company or destroy all of such written information and all documents, notes, summaries or other materials containing, reflecting or referring to, or derived from, such information. The Buyer shall, and shall otherwise be subject use its reasonable efforts to cause its representatives to, keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to keep such information confidential shall continue from the date the proposed Merger is abandoned and shall not apply to (i) any information which (x) was already in the Buyer's possession prior to the terms ofdisclosure thereof by the Company; (y) was then generally known to the public; or (z) was disclosed to the Buyer by a third party not bound by an obligation of confidentiality or (ii) disclosures made as required by law. It is further agreed that, if in the absence of a protective order or the receipt of a waiver hereunder the Buyer is nonetheless, in the opinion of its counsel, compelled to disclose information concerning the Company to any tribunal or governmental body or agency or else stand liable for contempt or suffer other censure or penalty, the Confidentiality Agreement dated as Buyer may disclose such information to such tribunal or governmental body or agency without liability hereunder. (c) No investigation by any of October 1, 2023 between Parent the parties or their respective representatives shall affect the representations and warranties of the Company (other parties set forth herein or any condition to the “Confidentiality Agreement”)obligations of the parties hereto.

Access to Information. From the date of this Agreement hereof until the Effective Time, to the extent permitted by applicable lawClosing, the Company shall give Parent and Parent willSub, during normal business hours and upon reasonable request, (a) give the other party and its their counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party the Company and its Subsidiariesthe Company Subsidiaries during normal business hours, (b) will furnish to the other party Parent and its Sub, their counsel, financial advisors, financial institutions, auditors and other authorized representatives such financial and operating data and other information as such Persons may be reasonably requestrequested upon reasonable notice and will instruct the employees of the Company and the Company Subsidiaries, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party Parent and Sub in its their investigation of the business of the Company or Parentand the Company Subsidiaries; provided, as however, that the case Company may be; provided restrict the foregoing access to the extent that such investigation shall not unreasonably disrupt (a) in the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent reasonable judgment of the Company, any law, treaty, rule or regulation of any Governmental Entity applicable to the Company requires the Company or the Company Subsidiaries to restrict or prohibit access to any such consent properties or information, (b) disclosure of such information would breach the express provisions of a confidentiality Contract between the Company and a third Person, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided, however, that with respect to be within this clause (c), the Company’s Company and/or its counsel shall use their reasonable discretion); efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to avoid the loss of attorney-client privilege, and provided, further, that no such investigation any information provided to Parent and/or Sub pursuant to this Section 6.02 shall affect any representation or warranty given be subject to the confidentiality agreement, dated as of February 12, 2007, (the "Confidentiality Agreement"), the terms of which shall continue to apply, except as otherwise agreed by either party hereunder; provided, further, that the Company shall perform notwithstanding termination of this Agreement. In the actions set forth on Section 7.3 event of the Company Disclosure Schedules (subject to any conflict between the terms of this Section 7.3)6.02 and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. Notwithstanding the foregoing, neither the Company, on the one hand, nor As reasonably requested from time to time by Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance will cooperate with, and shall otherwise be subject to provide related assistance to, Parent in developing Parent's post-Closing integration plan for the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Company.

Access to Information. From 5.9.1 Subject to applicable Law, during the period commencing on the date of this Agreement until Plan of Merger and ending at the earlier of the Effective Time, to Time and the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable requesttermination of this Plan of Merger in accordance with Article VII, (a) give Company will, and will cause each of the other party Company Subsidiaries to, upon reasonable prior written notice, permit Purchaser and its counsel, financial advisors, auditors and other authorized representatives respective Representatives to have reasonable access at all reasonable times, and in a manner so as not to interfere with the normal business operations of Company and the Company Subsidiaries, to the officesofficers and senior management, propertiespremises, books agents, books, records, and records Contracts of such party or pertaining to Company and its Subsidiaries, the Company Subsidiaries as may be reasonably requested in writing; and (b) upon the reasonable request of Company, Purchaser shall furnish to the other party such reasonable information about it and its counsel, financial advisors, auditors business as is relevant to Company and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate shareholders in connection with the other party in its investigation transactions contemplated by this Plan of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunderMerger; provided, furtherhowever, that such access or disclosure of information will (i) comply with all applicable Laws, (ii) not result in, or reasonably be expected to result in, the Company shall perform the actions set forth on Section 7.3 waiver of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/-client privilege, or which it is required (iii) not result in, or reasonably be expected to keep confidential by reason result in, a material breach of contract any material Contract. No such access shall affect the representations, warranties, covenants or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions agreements of the preceding sentence apply. All information obtained by Parent parties (or the remedies with respect thereto) or the conditions to the obligations of the parties under this Plan of Merger. 5.9.2 All Proprietary Information of Company (as defined in the September Confidentiality Agreement) provided pursuant to this Section 7.3 Plan of Merger shall be kept confidential in accordance with, and shall otherwise be subject to the terms ofprovisions of the letter agreement, the Confidentiality Agreement dated as of October 1September 26, 2023 2014, between Parent Company and the Company Purchaser (the “"September Confidentiality Agreement”"), which shall remain in full force and effect in accordance with its terms. 5.9.3 All Proprietary Information of Purchaser (as defined in the November Confidentiality Agreement) provided pursuant to this Plan of Merger shall be subject to the provisions of the letter agreement, dated as of November 14, 2014, between Company and Purchaser ("November Confidentiality Agreement", and together with the September Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect in accordance with its terms.

Access to Information. From a. Until the closing date of this Agreement until the Effective Time, to the extent permitted by applicable law, the Company Purchaser and Parent will, its authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and upon reasonable requestdocuments of the Private Company, (a) give and the other party Private Company shall furnish or cause to be furnished to the Purchaser and its counsel, financial advisors, auditors and other authorized representatives reasonable access all information with respect to its affairs and business as the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Purchaser may reasonably request. The Purchaser shall hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (ci) instruct is in the public domain at the time of its employees, counsel and financial advisors disclosure to reasonably cooperate the Purchaser; (ii) becomes part of the public domain after disclosure through no fault of the Purchaser; (iii) is known to the Purchaser or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior written consent of the Private Company. In the event this Agreement is terminated prior to Closing, the Purchaser shall, upon the written request of the Private Company, such consent promptly return all copies of all documentation and information provided by the Private Company hereunder. b. Until the closing date the Private Company and its authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and documents of the Purchaser, and the Purchaser shall furnish or cause to be within furnished to the Company’s reasonable discretion); Private Company and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that its authorized representatives all information with respect to its affairs and business the Private Company may reasonably request. The Private Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance withhold, and shall otherwise be subject cause its representatives to hold confidential, all such information and documents, other than information that (i) is in the public domain at the time of its disclosure to the terms ofPrivate Company; (ii) becomes part of the public domain after disclosure through no fault of the Private Company; (iii) is known to the Private Company or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with the written consent of the Purchaser. In the event this Agreement is terminated prior to Closing, the Confidentiality Agreement dated as Private Company shall, upon the written request of October 1the Purchaser, 2023 between Parent promptly return all copies of all documentation and information provided by the Company (the “Confidentiality Agreement”)Purchaser hereunder.

Access to Information. From the date of this Original Agreement Date until the Effective TimeClosing, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, Sellers shall (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to specified members of management of Sellers and the officesright to inspect all of the Real Property, properties, books assets, premises, Books and records of such party Records, Assigned Contracts and its Subsidiaries, other documents and data Related to the Business; (b) furnish Buyer and its Representatives with such financial, operating and other data and information Related to the other party and Business as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel and financial advisors the Representatives of Sellers to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentBusiness; provided, as the case may be; provided that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal business hours upon reasonable advance notice to Sellers, under the prior consent supervision of Sellers’ personnel and in such a manner as not to unreasonably interfere with the conduct of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect Business or any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 other businesses of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applySellers. All information obtained requests by Parent or the Company Buyer for access pursuant to this Section 7.3 6.02 shall be kept confidential submitted or directed exclusively to Xxxxxx Xxxxx or such other individuals as Sellers may designate in accordance withwriting from time to time. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would: (x) void any attorney-client or other privilege; or (y) contravene any applicable Law, fiduciary duty or confidentiality agreement entered into by any Seller prior to the Original Agreement Date; in each case, to the extent applicable to the Business. Prior to the Closing, without the prior written consent of Sellers, which consent shall not be unreasonably conditioned, withheld or delayed, Buyer shall not contact any suppliers to, or customers of, the Business and Buyer shall have no right to perform invasive or subsurface investigations of the Real Property. Buyer shall, and shall otherwise be subject to cause its Representatives to, abide by the terms of, of the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)with respect to any access or information provided pursuant to this Section 6.02.

Access to Information. From the date of this Agreement until the Effective TimeClosing, Seller shall, and shall cause its Affiliates to (i) permit Purchaser and its Representatives to have reasonable access, in a manner so as not to interfere with the normal business operations of the Business, to all premises, properties, books, records (including Tax records) contracts and documents exclusively related to the extent Business and (ii) furnish Purchaser with all financial, operating and other data and information related exclusively to the Business (including copies thereof), as Purchaser may reasonably request; provided, however, that Seller shall not be required to permit any inspection or other access, or to disclose any information that in the reasonable judgment of Seller would: (A) result in the disclosure of any Trade Secrets or other competitively-sensitive information, (B) violate any obligation of Seller or its Affiliates with respect to confidentiality entered into prior to the date of this Agreement, (C) violate or result in the loss or material impairment of any information subject to the attorney-client privilege or the attorney work product doctrine or (D) violate any Legal Requirement. Without limiting the generality of the foregoing, Seller shall not be required to permit any inspection or other access to, or disclose any information regarding, any personnel file, human resources file, or other employment-related files maintained with respect to any Prospective Employee. Unless permitted by applicable lawSeller in its sole discretion, Xxxxxxxxx agrees that it shall not undertake any environmental testing in connection with the Company and Parent will, access provided in this Section 6.3. Any such access will be provided or conducted during normal business hours and upon reasonable requestadvance notice to Seller, (a) give under the other party reasonable supervision of Seller’s personnel and in such a manner as not to interfere with the normal operations of Seller and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyAffiliates. All information obtained requests by Parent or the Company Purchaser for access pursuant to this Section 7.3 6.3 shall be kept confidential submitted or directed exclusively to such individual or individuals as Seller may designate in accordance withwriting from time to time (including in response to Purchaser’s request). Prior to the Closing, without the prior written consent of Seller, which will not be unreasonably withheld or delayed, none of Purchaser or any of its Affiliates shall contact any employees of, suppliers to or customers of the Business or any other person with a material business relationship with Seller or its Affiliates. Purchaser shall, and shall otherwise be subject to cause its Affiliates to, abide by the terms of, of the Confidentiality Agreement dated as with respect to any access or information provided pursuant to this Section 6.3 or otherwise, in accordance with the terms of October 1, 2023 between Parent and the Company (the “such Confidentiality Agreement”).

Access to Information. From the date of this Agreement until the Effective Time, Prior to the extent permitted by applicable lawClosing Date, Seller shall cooperate with Buyer and provide Buyer (and any Person providing Financing in connection with the Company transactions contemplated hereby) and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives their respective Representatives with reasonable access to the officesStoughton Facility and the Leased Real Property and the employees of Seller, propertiesincluding employees handling sales, books distribution, warehousing and records other functions of the Business, and will permit such party Persons and its Subsidiariestheir respective Representatives to make such inspections and conduct such interviews and inquiries as they may reasonably require in connection with their review of the Business. Such Persons shall conduct all such inspections, and other information gathering activities described above only (a) at their sole cost and expense, (b) furnish during regular business hours after reasonable advance notice, (c) in a manner to maintain appropriate confidentiality regarding the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestBusiness, and (cd) instruct its employees, counsel and financial advisors to reasonably cooperate in a manner which will not unduly interfere with the other party in its investigation operation of the business Business. Prior to the Closing, Seller shall also make available to Buyer information on the Employees, including their name, job title, social security number and current salary or hourly rate of the Company compensation. Any and all such information gathered by Buyer as a result of, or Parentin connection with, as the case may be; provided that such investigation information gathering shall be kept strictly confidential and shall not unreasonably disrupt be revealed to, or discussed with, any Person other than the Company’s or Parent’s operations (it being understood authorized Representatives of Buyer who agree to comply with the Confidentiality Agreement and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms provisions of this Section 7.3)6.3. Notwithstanding In the foregoingevent the transactions contemplated hereby are not consummated, neither the Company, on the one hand, nor Parent, on the other hand, such information shall be required returned to provide Seller or destroyed in accordance with this Agreement and the Confidentiality Agreement. Buyer shall indemnify Seller and hold it harmless from and against any information which it reasonably believes it may not provide and all damages to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent person or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as property of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Seller or any Seller Affiliate arising out of or resulting from such access .

Access to Information. ‌ (a) From the date hereof until the Closing (or the earlier termination of this Agreement until pursuant to Article VIII), the Effective TimeSellers will (x) provide Purchaser and its authorized Advisors with reasonable access to, and upon reasonable advance notice and during regular business hours, furnish reasonably promptly, such information concerning the Acquired Business, the Acquired Assets and/or the Assumed Liabilities, including such financial, operating and other data and information related to the extent permitted by applicable lawAcquired Business, the Acquired Assets and/or the Assumed Liabilities, as Purchaser or any of its representatives may reasonably request and (y) instruct the representatives of the Company and Parent will, during its Subsidiaries to cooperate to provide the access contemplated by the foregoing clause (x); provided that (i) such access does not unreasonably interfere with the normal business hours and upon reasonable request, (a) give operations of the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party Company and its Subsidiaries, (ii) such access will occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (iii) all requests for access will be directed to Xxx XxXxxx or such other Person(s) as the Company may designate in writing from time to time and (iv) nothing herein will require the Company to provide access to, or to disclose any information to, Purchaser if such access or disclosure (A) would waive any legal privilege or (B) would be in violation of applicable Laws or the provisions of any agreement to which the Company or any of its Subsidiaries is bound or would violate any fiduciary duty; provided that, in the event that the Company withholds access or information in reliance on the foregoing clause (A) or (B), the Company shall provide (to the extent possible without waiving or violating the applicable agreement, legal privilege or Law) notice to Purchaser that such access or information is being so withheld and shall use commercially reasonable efforts to provide such access or information in a way that would not risk waiver of such legal privilege or applicable Law. (b) furnish The information provided pursuant to this Section 6.2 will be used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement, which Confidentiality Agreement shall not terminate upon the execution of this Agreement notwithstanding anything to the other party and contrary therein; provided that the Confidentiality Agreement shall terminate upon the Closing in accordance with its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestterms. Purchaser will, and will cause its Advisors to, abide by the terms of the Confidentiality Agreement with respect to such access and any information furnished to Purchaser or any of its Advisors. Neither the Company nor any of Sellers makes any representation or warranty as to the accuracy of any information, if any, provided pursuant to this Section 6.2, and Purchaser may not rely on the accuracy of any such information, in each case, other than the Express Representations. (c) instruct its employeesWithout limiting Section 9.3, counsel from and financial advisors to reasonably cooperate with after the other party in its investigation Closing for a period of three (3) years following the Closing Date (or, if later, the closing of the Bankruptcy Case), Purchaser will provide Sellers and their Advisors with reasonable access, during normal business hours, and upon reasonable advance notice, to books and records relating to the Acquired Business, Acquired Assets and Assumed Liabilities with respect to periods or occurrences prior to the Closing Date. Unless otherwise consented to in writing by the Company, Purchaser will not, for a period of three (3) years following the Closing Date, destroy, alter or otherwise dispose of any such books and records without first offering to surrender to the Company such books and records or any portion thereof that Purchaser may intend to destroy, alter or dispose of. From and after the Closing, Purchaser will, and will cause its employees to provide Sellers with reasonable assistance, support and cooperation with Sellers’ wind-down and related activities (e.g., helping to locate documents or information related to preparation of Tax Returns or prosecution); provided that any out-of-pocket cost and expense incurred by Purchaser as a result of providing such assistance, support and cooperation shall be at the sole cost and expense of Sellers; provided further that Purchaser shall inform Sellers of, and obtain Sellers’ written consent prior to incurring, any such cost and expense and, in the absence of the receipt of such prior written consent from Sellers, shall not be deemed to have breached its obligation under this sentence solely by virtue of not having provided the requested assistance, support or cooperation to which Sellers have not consented. (d) Purchaser will not, and will not permit any member of the Purchaser Group to, contact any officer, manager, director, employee, customer, supplier, lessee, lessor, lender, licensee, licensor, distributor, noteholder or other material business relation of the Company or Parentits Subsidiaries prior to the Closing with respect to the Company, its Subsidiaries, their business or the transactions contemplated by this Agreement without the prior written consent (which may be via email) of Xxx XxXxxx or such other Person(s) as the case Company may be; provided that such investigation designate in writing from time to time. The Company shall not unreasonably disrupt use good faith efforts to introduce Purchaser to third party vendors in respect of the Company’s or Parent’s operations loyalty/rewards and credit cards programs. (it being understood e) Without limiting Section 6.2(c), from and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without after the prior consent of the CompanyClosing Date, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform not and shall cause the actions set forth on Section 7.3 other Seller Parties not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors, managers, Advisors and employees of Purchaser or its Affiliates or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser or its Affiliates, any Confidential Information or Trade Secret, in each case which is used exclusively in the Acquired Business or, if not used exclusively in the Acquired Business, any such disclosure, revealing, divulgence, or communication shall be only in the ordinary course of business of the Company Disclosure Schedules (subject to Excluded Business or the terms Going Out of this Section 7.3)Business Sale. Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, The Seller Parties shall be required to provide not have any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by reason applicable Law. To the extent practical and legally permissible, the applicable Person shall notify Purchaser of contract or agreement with any third Person. Each party shall use reasonable efforts its intention to make reasonable such disclosure and appropriate substitute disclosure arrangements under circumstances in which the restrictions provide a list of the preceding sentence applyConfidential Information that such Person intends to disclose prior to making such disclosure. All information obtained by Parent or the The Company pursuant and its Subsidiaries agree to this Section 7.3 shall be kept confidential in accordance withcooperate with Purchaser so that Purchaser may seek, at its sole cost and shall otherwise be subject to the terms ofexpense, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)an appropriate protective order.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws relating to the date exchange of information, each of BancFirst and UNB, for the purposes of verifying the representations and warranties of the other and preparing for the Merger, the Bank Merger and the other matters contemplated by this Agreement until Agreement, shall, and shall cause each of BancFirst Bank, UNB Bank, the BancFirst Subsidiaries or the UNB Subsidiaries, as applicable, to, afford to the officers, employees, accountants, counsel and other representatives of the other party, access, during normal business hours during the period prior to the Effective Time, to the extent permitted by applicable lawall its properties, books, contracts, commitments and records; and during such period each of BancFirst and UNB shall, and shall cause BancFirst Bank, UNB Bank, the Company and Parent will, during normal business hours and upon reasonable request, (a) give BancFirst Subsidiaries or the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its UNB Subsidiaries, (b) furnish as applicable, to, make available to the other party and its counselparty: (i) A copy of each report, financial advisorsschedule, auditors registration statement and other authorized representatives document filed or received by it during such financial period pursuant to the requirements of federal securities laws or federal or state banking laws, savings and operating data and loan or savings association laws (other information as such Persons may reasonably requestthan reports or documents which BancFirst, and (c) instruct its employeesBancFirst Bank, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company UNB or ParentUNB Bank, as the case may be, is not permitted to disclose under applicable law); provided that and (ii) All other information concerning its business, properties and personnel as such investigation shall not unreasonably disrupt the Company’s or Parent’s operations party may reasonably request. (it being understood and agreed that in no event shall b) Neither BancFirst, UNB, BancFirst Bank, UNB Bank, nor any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the CompanyBancFirst Subsidiaries or the UNB Subsidiaries, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other handas applicable, shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of BancFirst's or UNB's, as the case may be, customers, jeopardize the attorney-client 54 57 privilege of the institution in possession or control of such information or contravene any information which it reasonably believes it may not provide law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the other by reason date of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Personthis Agreement. Each party shall use reasonable efforts to The parties hereto will make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All . (c) Each of BancFirst and UNB shall hold all information obtained furnished by Parent or on behalf of the Company other party or any of such party's Subsidiaries or representatives pursuant to this Section 7.3 shall be kept confidential 7.2(a) in confidence the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated June 27, 2001, between BancFirst and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company UNB (the “"Confidentiality Agreement”"). (d) No investigation by either BancFirst or UNB or their respective representatives shall affect the representations and warranties of the other set forth herein.

Access to Information. (a) From the date of this Agreement until the Effective Time, to the extent permitted by applicable lawClosing, the Seller shall cause each Company and Parent willits respective officers, during normal business hours directors, employees, agents, representatives, accountants and upon reasonable request, counsel to (ai) give afford the other party Purchaser and its counsel, financial advisors, auditors and other authorized representatives reasonable access access, subject to the Confidentiality Agreement and applicable Laws relating to the sharing of information, to such Company’s offices, properties, books properties and records of such party Books and its Subsidiaries, Records and (bii) furnish make available to the other party officers, employees, and its counselauthorized agents and representatives of the Purchaser, financial advisorson the Seller’s premises, auditors and other authorized representatives such additional financial and operating data and other information regarding such Company (or copies thereof) as such Persons the Purchaser may from time to time reasonably request; provided, however, that: (A) any such access or availability shall be provided at the Purchaser’s expense, during normal business hours upon reasonable advance notice to the Seller, under the supervision of the Seller’s personnel and in such a manner as not to interfere with the normal operations of such Company; (B) all requests by the Purchaser for access or availability pursuant to this Section 5.02 shall be submitted or directed exclusively to an individual to be designated by the Seller; and (cC) instruct its employeesneither the Seller nor such Company shall be required to provide any Books and Records or reports based thereon that they do not maintain or prepare in the Ordinary Course of their Business. Notwithstanding anything to the contrary in this Agreement, counsel and financial advisors the Seller shall not be required to reasonably cooperate with disclose any information to the other party Purchaser if such disclosure would, in its investigation of the Seller’s reasonable judgment, (I) cause significant competitive harm to the Parent, the Seller or such Company or the business of the Company Companies if the transactions contemplated hereby are not consummated, (II) jeopardize any attorney-client or Parentother legal privilege or (III) contravene any applicable Law, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s fiduciary duty or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent agreement of the CompanySeller, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation its Affiliates or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parentand an unrelated third person, on the other, entered into prior to the date of this Agreement. (b) In order to facilitate the resolution of any claims made against or incurred by the Parent or the Seller relating to either of the Companies or their business, and subject to Section 5.09 and Section 5.13, for a period of seven years after the Closing, the Purchaser shall, (i) retain the Books and Records (other than computer data, computer tapes and electronic media, which shall be retained for a period of three years after the Closing) relating to the Companies relating to the five (5) year period prior to the Closing in the possession of the Companies at Closing, and (ii) upon reasonable advance written notice, afford the respective officers, employees, agents and representatives of the Parent and the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies) to such Books and Records; provided, however, that any such access or furnishing of information shall be conducted at the Seller’s expense, during normal business hours upon reasonable advance notice to the Purchaser, under the supervision of the Purchaser’s personnel and in such a manner as not to interfere with the normal operations of such Company. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not be required to disclose any information to the Seller pursuant to this Section 5.02(b) if such disclosure would, in the Purchaser’s reasonable judgment, (A) jeopardize any attorney-client or other legal privilege, (B) contravene any applicable Law, fiduciary duty or agreement of the Companies, on the one hand, and an unrelated third person, on the other, or (C) relate to litigation involving the Seller, on the one hand, and the Purchaser and/or either Company, on the other hand, in which such parties are adverse to each other. (c) Following the Closing, solely for purposes of the Parent’s periodic reporting requirements under the Exchange Act and the rules promulgated thereunder, and subject to Section 5.09 and Section 5.13, the Purchaser shall, and shall cause each Company and its respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford the Parent and the Seller and their respective authorized representatives reasonable access, subject to applicable Laws relating to the sharing of information, to the offices, properties and Books and Records of such Company and (ii) furnish to the respective officers, employees, and authorized agents and representatives of the Parent and the Seller such additional financial and operating data relating to periods prior to the Closing and other information relating to periods prior to the Closing regarding such Company (or copies thereof) as the Parent or the Seller may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Seller’s expense, during normal business hours upon reasonable advance notice to the Purchaser, under the supervision of the Purchaser’s personnel and in such a manner as not to interfere with the normal operations of such Company. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not be required to provide disclose any information which it reasonably believes it may not provide to the Seller if such disclosure would, in the opinion of counsel to the Purchaser, (A) materially jeopardize any attorney-client or other by reason of legal privilege or (B) contravene any applicable law, which constitutes information protected by attorney/client privilege, Law or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions fiduciary duty of the preceding sentence apply. All information obtained by Parent Purchaser, its Affiliates or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Companies.

Access to Information. From Aon shall and shall cause the date of this Agreement until Companies and the Effective Time, Subsidiaries to afford to the extent permitted by applicable lawofficers, the Company employees and Parent willauthorized representatives of Buyer (including independent public accountants and attorneys) reasonable access and shall permit Buyer to make such reasonable inspections and reviews, in each case during normal business hours and hours, upon reasonable requestadvance notice, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, employees, agents and business and financial records (including books, contracts, records, computer files, retrieval programs and similar documentation) of the Companies and the Subsidiaries and shall furnish or cause to be furnished to Buyer or its authorized representatives such additional information concerning the Companies and the Subsidiaries as shall be reasonably requested; provided, however, that: (i) Aon, the Companies and the Subsidiaries shall not be required to violate any Requirements of Law (including the HSR Act), Court Order or obligation of confidentiality to which Aon, the Companies or any Subsidiary is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 7.1 and (ii) Buyer shall not, without the prior written consent of Aon, which consent shall not be unreasonably withheld or delayed, contact or communicate with any vendor, customer, employee, independent contractor or other business partner of the Companies and the Subsidiaries with respect to or in connection with the transactions contemplated by this Agreement. Buyer agrees that: (A) such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of Aon, the Companies and the Subsidiaries; (B) all requests by Buyer for access or availability pursuant to this Section 7.1 shall be submitted or directed exclusively to an individual to be designated by Aon; and (C) Aon, the Companies and the Subsidiaries shall not be required to provide any books and records or reports based thereon that they do not maintain or prepare in the ordinary course of such party and its Subsidiariestheir business. Notwithstanding the foregoing, (b) furnish the obligations of Aon pursuant to this Section 7.1 shall be subject to the other party right of Aon to determine, in its reasonable discretion, the appropriate timing of the disclosure of information it deems privileged information. Except as set forth in Articles IX and its counselX, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestno investigation made pursuant to this Section 7.1, and (c) instruct its employeesno matter disclosed pursuant to Section 7.2, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that in this Agreement or any condition to the Company shall perform the actions set forth on Section 7.3 obligations of the Company Disclosure Schedules (subject parties hereunder to consummate the transactions contemplated hereby. The parties shall act at all times in accordance with the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions provisions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”).

Access to Information. From (a) Subject to any limitations on disclosures to which the date Parent and the Acquiror agreed in the Confidentiality Agreement, the Parent shall, prior to the Closing Date, cause each member of each Company Group (or, in the case of any Company Group member that is a Non-Controlled Entity, use commercially reasonable efforts to cause such Non-Controlled Entity) (i) to afford to the Acquiror and its Representatives access, at reasonable times upon reasonable prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company Group member and to its Books and Records and (ii) to furnish promptly to the Acquiror and its Representatives such information concerning the properties, contracts, records and personnel (including financial, operating and other data and information) related to the Businesses as may be reasonably requested, from time to time, by or on behalf of the Acquiror; provided, that Acquiror's Representatives (i) comply with the provisions of the Confidentiality Agreement, (ii) comply with all applicable safety and other rules of conduct of such offices and facilities and (iii) do not unreasonably interfere with the operation of such offices or facilities or the personnel involved. In this regard, the Acquiror acknowledges that none of the Non-Controlled Entities is under the direct or indirect control of the Parent. (b) Subject to any limitations on disclosures to which the Parent and the Acquiror agreed in the Confidentiality Agreement, the Parent shall, at any time following the issuance of a press release or similar disclosure announcing the execution of this Agreement until and prior to the Effective TimeClosing Date, cause each member of each Company Group to afford to the Acquiror and its Representatives access, at reasonable times and upon reasonable prior notice, to the extent permitted by applicable law, customers and suppliers of such Company Group member. (c) All information provided to the Company Acquiror and Parent will, during normal business hours the Acquiror's Representatives pursuant to the Parent's Disclosure Letter and upon reasonable request, otherwise pursuant to subsection (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation this Section shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent deemed to be within "Evaluation Material" as that term is defined in the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (Confidentiality Agreement but subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable exclusions and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)exceptions described therein.

Access to Information. From (a) Between the date of this Agreement until and the Effective Time, to the extent permitted by applicable lawClosing, the Company and Parent will, during normal business hours and upon reasonable request, shall: (ai) give the other party Purchaser and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officesall employees, propertiesconsultants, books and records of such party and its Subsidiariesbooks, (b) furnish to the other party and its counselrecords, financial advisors, auditors offices and other authorized representatives facilities and properties of the Company as Purchaser may reasonably request; (ii) permit Purchaser to make such inspections thereof as Purchaser may reasonably request; and (iii) cause the officers of the Company to furnish Purchaser with such financial and operating data and other information with respect to the business and properties of the Company as such Persons Purchaser may from time to time reasonably request; PROVIDED, that any such investigation shall be conducted after reasonable notice during normal business hours, under the supervision of the Company's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not interfere unreasonably with the business operations of the Company. No investigation by Purchaser shall modify any of the representations, warranties or covenants contained herein. (cb) instruct its employeesPurchaser, counsel Seller, the Company and financial their respective Affiliates, consultants, agents and advisors (each a "Receiving Party") shall treat confidentially all information in whatever form maintained or communicated, whether documentary, computerized or otherwise, pertaining to reasonably cooperate with the other party (the "Providing Party") that is provided to a Receiving Party in its investigation connection with the transactions contemplated by this Agreement, except for portions of such information that (i) become generally available to the public other than as a result of disclosure by the Receiving Party, (ii) were available to the Receiving Party on a non-confidential basis prior to disclosure in connection with the transactions contemplated by this Agreement, (iii) become available to the Receiving Party on a non-confidential basis from a source other than the Providing Party, not as a result of a violation of a confidentiality agreement by that source or (iv) were developed independently by the Receiving Party without reference to the information provided by the Providing Party. This Section 6.2(b) shall survive the first to occur of the business of Closing or the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms termination of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential Agreement in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)with its terms.

Access to Information. From (a) The Sellers shall, and shall cause the date of this Agreement until Companies and the Effective TimeSubsidiary to, afford to the Purchasers reasonable access, upon reasonable notice during normal business hours during the period prior to the Closing, to all the extent permitted by applicable lawproperties, books, Contracts, Tax Returns, employees and records of the Companies and the Subsidiary, and, during such period shall furnish promptly to the Purchasers, at the Purchasers’ expense, any information concerning the Companies and the Subsidiary as the Purchasers may reasonably request; provided, however, that such access does not unreasonably disrupt the normal operations of the Companies or the Subsidiary and shall not include any sampling of environmental media, including soil, surface water, groundwater, indoor air or ambient air. The Company Representatives do not make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 5.02. (b) From and after the Closing, the Company Purchasers shall, and Parent willshall cause the Companies and the Subsidiary to, provide the Sellers with reasonable access (for the purpose of examining and copying), during normal business hours hours, and upon reasonable requestadvance notice, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party the Companies and its Subsidiaries, (b) furnish the Subsidiary with respect to periods or occurrences prior to the other party Closing Date and its counselreasonable access, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestduring normal business hours, and (c) instruct its employees, counsel and financial advisors upon reasonable advance notice to reasonably cooperate with the other party in its investigation employees of the business Purchasers, the Companies and the Subsidiary for purposes of better understanding such prior period occurrence. Unless otherwise consented to in writing by the Company or ParentSellers, as the case may be; provided that such investigation which consent shall not be unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoingwithheld, neither the CompanyPurchasers, on the one handCompanies nor the Subsidiary shall, nor Parentfor a period of seven (7) years following the Closing Date, on destroy, alter or otherwise dispose of any of the other hand, shall be required to provide material books and records of any information which it reasonably believes it may not provide Company or the Subsidiary for any period prior to the other by reason of Closing Date without first offering to surrender to the Seller such material books and records or any applicable lawportion thereof that the Purchasers, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent Companies or the Company pursuant Subsidiary may intend to this Section 7.3 shall be kept confidential in accordance withdestroy, and shall otherwise be subject to the terms alter or dispose of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”).

Access to Information. (a) From the date hereof until the Closing Date or earlier termination of this Agreement until the Effective TimeAgreement, to the extent permitted by applicable law, Sellers and the Company and Parent will, and will cause BCGS to, provide Buyer and its Representatives with reasonable access during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officesoperations of the Company and BCGS and management personnel, properties, and such books and records of such party and its Subsidiaries, (b) furnish pertaining to the other party Company, BCGS and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information the Company Business as such Persons Buyer may reasonably requestrequest in advance; provided, however, that Buyer agrees that (i) such access will give due regard to minimizing interference with the operations, activities and Employees, and (cii) instruct such access and disclosure will not be provided if it would jeopardize any attorney-client or other privilege. Prior to the Closing, Buyer and its employees, counsel Representatives will contact and financial advisors to reasonably cooperate communicate with the Employees, suppliers and other party in its investigation of the business relations of the Company or Parent, as and BCGS in connection with the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without transactions contemplated hereby only with the prior written consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, furtherhowever, that the Company shall perform have the actions set forth on Section 7.3 right to have a Representative present during any such contact in the event that it consents to such contact. From the date hereof until the Closing Date or earlier termination of this Agreement, subject to any applicable confidentiality requirement, Seller Parties shall and shall cause Company and BCGS to provide full access to Buyer and its Representatives of Seller Parties’ and BCGS’s communications with any Governmental Authority or Person with respect to any Action relating to the Company Disclosure Schedules or BCGS and shall provide access for Buyer and its Representatives to directly communicate with such Governmental Authority or Person if permitted. (subject to b) From the terms of this Section 7.3). Notwithstanding date hereof until the foregoingClosing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant shall deliver to this Section 7.3 shall be kept confidential in accordance withBuyer reasonably promptly, and shall otherwise be subject to in any case within two (2) Business Days, following the terms ofpreparation thereof, the Confidentiality Agreement dated as of October 1, 2023 between Parent all quarterly and annual financial statements for the Company and BCGS, in each case together with the exhibits and schedules thereto. Such financial statements shall (the “Confidentiality Agreement”).A) be based on -46- 40733748.21

Access to Information. (a) From the date hereof until the Closing, upon reasonable notice, the Seller shall cause the Acquired Companies and each of their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford the Purchaser and its authorized representatives reasonable access to the offices, properties and books and records of the Acquired Companies and (ii) promptly furnish to the officers, employees, and authorized agents and representatives of the Purchaser such additional financial and operating data and other information regarding the Business (or copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that (A) no such disclosure or investigation shall affect or be deemed to modify any representation or warranty made by the Seller herein and (B) any such access or furnishing of information shall be conducted at the Purchaser’s expense during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Business; provided, further, that under no circumstances shall the Purchaser’s pre-Closing access include testing of the Real Property that involves digging, drilling, cutting or boring into the ground or any buildings, structures, facilities or improvements thereon. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information contemplated by the immediately preceding sentence to the Purchaser if the Seller reasonably determines that such disclosure would (x) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (y) jeopardize any attorney-client or other legal privilege or (z) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof (provided that the Seller shall use commercially reasonable efforts to obtain the consent of the counterparty to any such binding agreement so as to permit the disclosure contemplated by this Section 5.02(a)). (b) From the date of this Agreement until the Effective TimeClosing, the Seller will deliver to the extent permitted Purchaser, for (i) each fiscal month ended after the date hereof as soon as reasonably practicable and available after the conclusion of such month and (ii) each fiscal quarter ended after the date hereof as soon as reasonably practicable and available after the conclusion of such fiscal quarter, internally prepared summary financial reports in respect of the Acquired Companies, in each case in the form and with such substance as prepared by applicable lawthe Seller in the Ordinary Course of Business. (c) In order to (i) allow the Seller to complete the Seller’s consolidated financial statements for the fiscal periods through the Closing Date (which will include the Acquired Companies) and (ii) facilitate the resolution of any claims made against or incurred by the Seller relating to the Business, for a period of three (3) years after the Closing or, if shorter, the Company applicable period specified in the Purchaser’s document retention policy (but in no event prior to the completion of the Seller’s consolidated financial statements for the fiscal periods through the Closing Date), the Purchaser shall (i) retain the books and Parent willrecords of the Business and the Acquired Companies relating to periods prior to the Closing, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours and upon reasonable requesthours, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, such books and records and to such employees of the Acquired Companies as the Seller shall reasonably determine are necessary to assist the Seller in the preparation of such party financial statements (and its Subsidiaries, (b) furnish the Purchaser shall cause such employees to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party Seller in its investigation such preparation); provided, however, that the Purchaser shall notify the Seller at least thirty (30) days in advance of destroying any such books and records prior to the third (3rd) anniversary of the business of Closing in order to provide the Company or Parent, as Seller the case may be; provided that opportunity to access such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood books and agreed that records in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretionaccordance with this Section 5.02(c); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that any such access or furnishing of information shall be conducted at the Company shall perform Seller’s expense during normal business hours, under the actions set forth on Section 7.3 supervision of the Company Disclosure Schedules (subject Purchaser’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Business. Notwithstanding anything to the terms of contrary in this Section 7.3). Notwithstanding Agreement, the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, Purchaser shall not be required to provide disclose any information which it reasonably believes it may not provide contemplated by the immediately preceding sentence to the other by reason of Seller if the Purchaser reasonably determines that such disclosure would (x) cause significant competitive harm to the Business, or (y) contravene any applicable lawLaws, which constitutes information protected by attorney/client privilege, fiduciary duty or which it is required binding agreement entered into prior to keep confidential by reason of contract or agreement with any third Person. Each party the date hereof; provided that the Purchaser shall use commercially reasonable efforts to make reasonable obtain any necessary consents from the relevant counterparties and appropriate substitute disclosure arrangements under circumstances to disclose or provide such requested information in which redacted form. (d) In order to facilitate the restrictions resolution of any claims made against or incurred by the Purchaser, the Company or any Operating Subsidiary relating to the Business, for a period of three (3) years after the Closing or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and records of the Business and the Acquired Companies relating to periods prior to the Closing which shall not otherwise have been delivered to the Purchaser, the Company or any Operating Subsidiary, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Purchaser reasonable access (including the right to make, at the Purchaser’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Seller shall notify the Purchaser at least thirty (30) days in advance of destroying any such books and records prior to the third (3rd) anniversary of the Closing in order to provide the Purchaser the opportunity to access such books and records in accordance with this Section 5.02(d); provided, further, that any such access or furnishing of information shall be conducted during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not to materially interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information contemplated by the immediately preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms ofPurchaser if the Seller reasonably determines that such disclosure would contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the Confidentiality Agreement dated as of October 1, 2023 between Parent date hereof; provided that the Seller shall use commercially reasonable efforts to obtain any necessary consents from the relevant counterparties and the Company (the “Confidentiality Agreement”)to disclose or provide such requested information in redacted form.

Access to Information. From 7.4.1 Subject to applicable Legal Requirements, from and after the date of this Agreement until the Effective Time, hereof and prior to the extent permitted by applicable lawClosing or the Termination Date, the Company Group Companies shall, upon reasonable prior written notice from the Buyer (or otherwise as is agreed between the Parties), permit the Buyer and Parent will, its Representatives to have reasonable access during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officesofficers, propertiesemployees, books and records of such party the Group Companies; provided, that the Buyer and its SubsidiariesRepresentatives shall not be permitted to have access to (a) individual performance or evaluation records, medical histories, personally-identifiable information, or other information, in each case, in violation of applicable Legal Requirements, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (is subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/-client privilege, or which it (c) information that a Group Company is required to keep confidential pursuant to the terms of any Contract by reason of contract or agreement with any third Personwhich such Group Company is bound. Each party shall use reasonable efforts The Group Companies shall, subject to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions prior written consent of the preceding sentence apply. All information obtained by Parent Seller (which consent may not be unreasonably withheld, conditioned or delayed), permit the Company pursuant Buyer or any of its Affiliates or Representatives to this Section 7.3 shall be kept confidential in accordance withcontact any Advisory Client, customer, supplier, financing source, or other business relation of the Seller, the Group Companies, or any of their respective Affiliates with respect to the transactions contemplated hereby. 7.4.2 The Buyer shall, and shall otherwise be subject cause its Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Seller, the Group Companies and their respective Affiliates furnished to the terms ofBuyer or its Representatives in connection with the transactions contemplated by this Agreement in accordance with that certain confidentiality agreement, the Confidentiality Agreement dated as of October 1November 22, 2023 2019, between Parent the Buyer and the Company BrightSphere Inc. (the “Confidentiality Agreement”) as if all such documents and information were Confidential Information (as defined in the Confidentiality Agreement), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms and shall apply to the Buyer as if it were a party thereto. Upon the Closing, the Confidentiality Agreement shall be deemed null and void and be terminated, except with respect to information concerning the Seller and its Affiliates (other than the Group Companies), in which case it shall survive in accordance with its terms.

Access to Information. From (a) The Company shall (and shall cause each Subsidiary to) permit representatives of the date Buyer to have full access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of this Agreement until the Effective Time, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, (athe Subsidiaries) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officesall premises, properties, books financial and accounting records, contracts, other records and documents, and personnel, of such party or pertaining to the Company and its Subsidiaries, each Subsidiary. (b) furnish The Company shall introduce the Buyer to its principal suppliers, customers and employees to facilitate discussions between such persons and the Buyer in regard to the other party conduct of business following the Closing Date. (c) Each of the Buyer and its counselthe Transitory Subsidiary (i) shall treat and hold as confidential any Confidential Information (as defined below), financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request(ii) shall not use any of the Confidential Information except in connection with this Agreement, and (ciii) instruct its employeesif this Agreement is terminated for any reason whatsoever, counsel shall return to the Company all tangible embodiments (and financial advisors to reasonably cooperate with the other party all copies) thereof which are in its investigation possession. For purposes of the business this Agreement, "Confidential Information" means any confidential or proprietary information of the Company or Parent, as any Subsidiary that is furnished in writing to the case may be; provided that such investigation shall not unreasonably disrupt Buyer or the Company’s Transitory Subsidiary by the Company or Parent’s operations (it being understood any Subsidiary in connection with this Agreement and agreed that in no event shall any invasive is labeled confidential or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunderproprietary; provided, furtherhowever, that it shall not include any information (A) which, at the time of disclosure, is available publicly, (B) which, after disclosure, becomes available publicly through no fault of the Buyer or the Transitory Subsidiary, (C) which the Buyer or the Transitory Subsidiary knew or to which the Buyer or the Transitory Subsidiary had access prior to disclosure or (D) which the Buyer or the Transitory Subsidiary rightfully obtains from a source other than the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)a Subsidiary.

Access to Information. 8.2.1. From the date hereof until the Closing (or the earlier termination of this Agreement until Agreement), Sellers shall provide Buyer and its authorized representatives with reasonable access and upon reasonable advance notice and during regular business hours to the Effective Timebooks and records of Sellers and its Affiliates related to the Sale Property, in order for Buyer and its authorized representatives to access such information regarding the Sale Property as Buyer reasonably deems necessary in connection with effectuating the Transaction; provided that (i) such access does not unreasonably interfere with the normal operations of Sellers, (ii) such access will occur in such a manner as Sellers reasonably determine to be appropriate to protect the confidentiality of the Transaction, (iii) all requests for access will be directed to Persons Sellers may designate in writing from time to time, and (iv) nothing herein will require Sellers to provide access to, or to disclose any information to, Buyer if such access or disclosure (A) would cause significant competitive harm to Sellers if the Transaction is not consummated, (B) would require Sellers to disclose any financial or proprietary information of or regarding the non-Seller Affiliates of Sellers or otherwise disclose information regarding the non-Seller Affiliates of Seller that Sellers deem to be commercially sensitive, (C) would waive any legal privilege, or (D) would be in violation of applicable Laws or the provisions of any Contract to which any Seller is a party; provided that, in the event that Sellers withhold access or information in reliance on the foregoing clause (C) or (D), Sellers shall provide (to the extent permitted by possible without waiving or violating the applicable lawlegal privilege or Law) notice to Buyer that such access or information is being so withheld and shall use commercially reasonable efforts to provide such access or information in a way that would not risk waiver of such legal privilege or applicable Law. 8.2.2. In order to facilitate Sxxxxxx’ efforts to administer and close the Bankruptcy Case (including, without limitation, the Company preparation of filings in the Bankruptcy Case and Parent willstate, during normal business hours local and upon reasonable requestfederal Tax returns and other filings, reconciliation of claims filed in the Bankruptcy Case, removal of corporate and other records and information relating or belonging to entities other than Sellers), for a period of three (3) years following the Closing, (ai) give the Buyer shall permit Sellers’ counsel and other party professionals and counsel for any successor to Sellers and its counselrespective professionals (collectively, financial advisors, auditors and other authorized representatives “Permitted Access Parties”) reasonable access to the offices, propertiesfinancial and other books and records relating to the Sale Property or the Business and the systems containing such information, books and records records, which access shall include (xx) the right of such party Permitted Access Parties to copy at such Permitted Access Parties’ expense, such documents and its Subsidiaries, (b) furnish to records as they may request in furtherance of the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestpurposes described above, and (cyy) instruct its employeesBuyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, counsel but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and financial advisors the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (ii) Buyer shall provide the Permitted Access Parties (at no cost to reasonably cooperate the Permitted Access Parties) with reasonable access during regular business hours to such Transferred Employees as Sellers may hereafter designate in writing, to assist Sellers and the other party Permitted Access Parties (including by providing and generating, at Sellers or such other Permitted Access Parties’ cost or expense, if applicable, such information, reports, filings and analyses as Sellers or the other Permitted Access Parties may reasonably request from time to time) in its investigation their post-Closing activities (including, without limitation, preparation of the business of the Company or ParentTax returns), as the case may be; provided that such investigation access and assistance does not unreasonably interfere with the Buyer’s business operations. 8.2.3. With Sellers’ written consent, which shall not be unreasonably disrupt the Company’s conditioned, withheld or Parent’s operations (it being understood and agreed that in no event delayed, Buyer shall be permitted to contact any invasive officer, manager, director, employee, customer, supplier, lessee, lessor, lender, noteholder or subsurface investigation or testing other material business relation of any environmental media be conducted without the Sellers prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding Closing with respect to Sellers, the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent Business or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Transaction.

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable law, the Company a. The Purchaser and Parent will, its authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and upon reasonable requestdocuments of the Private Company, (a) give and the other party Private Company shall furnish or cause to be furnished to the Purchaser and its counsel, financial advisors, auditors and other authorized representatives reasonable access all information with respect to its affairs and business as the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Purchaser may reasonably request. Unless required by law, the Purchaser shall hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (ci) instruct is in the public domain at the time of its employees, counsel and financial advisors disclosure to reasonably cooperate the Purchaser; (ii) becomes part of the public domain after disclosure through no fault of the Purchaser; (iii) is known to the Purchaser or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior written consent of the Private Company. In the event this Agreement is terminated prior to Closing, the Purchaser shall, upon the written request of the Private Company, such consent promptly return all copies of all documentation and information provided by the Private Company hereunder. b. The Private Company and its authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and documents of the Purchaser, and the Purchaser shall furnish or cause to be within furnished to the Company’s reasonable discretion); Private Company and providedits authorized representatives all information with respect to its affairs and business the Private Company may reasonably request. Unless required by law, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Private Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance withhold, and shall otherwise be subject cause its representatives to hold confidential, all such information and documents, other than information that (i) is in the public domain at the time of its disclosure to the terms ofPrivate Company; (ii) becomes part of the public domain after disclosure through no fault of the Private Company; (iii) is known to the Private Company or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with the written consent of the Purchaser. In the event this Agreement is terminated prior to Closing, the Confidentiality Agreement dated as Private Company shall, upon the written request of October 1the Purchaser, 2023 between Parent promptly return all copies of all documentation and information provided by the Company (the “Confidentiality Agreement”)Purchaser hereunder.

Access to Information. (a) From the date of this Agreement hereof until the Effective TimeClosing, to upon reasonable notice, the extent permitted by applicable lawSeller shall cause Xxxxxx Development, the Company and Parent will, during normal business hours and upon reasonable request, Xxxxxx USA to (ai) give afford the other party Purchaser and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, properties and books and records of such party Xxxxxx Development, the Company and its Subsidiaries, Xxxxxx USA and (bii) furnish to the other party officers, employees, and its counsel, financial advisors, auditors authorized agents and other authorized representatives of the Purchaser such additional financial and operating data and other information regarding the business of Xxxxxx Development, the Company and of Xxxxxx USA (or copies thereof) as such Persons the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Seller’s personnel and (c) instruct its employees, counsel and financial advisors in such a manner as not to reasonably cooperate interfere with the other party in its investigation normal operations of the business of the Company or ParentXxxxxx USA. Notwithstanding anything to the contrary in this Agreement, as the case may be; provided that such investigation Seller shall not unreasonably disrupt be required to disclose any information to the CompanyPurchaser if such disclosure would, in the Seller’s sole discretion, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. (b) In order to facilitate the resolution of any claims made against or incurred by the Sellers relating to Xxxxxx Development, the Company or Xxxxxx USA, for a period of seven years after the Closing or, if shorter, the applicable period specified in the Purchaser’s document retention policy, the Purchaser shall (i) retain the books and records relating to the Xxxxxx Development, Company and Xxxxxx USA, relating to periods prior to the Closing, and (ii) upon reasonable notice, afford the agents and representatives of the Seller and of Xxxxxx reasonable access (including the right to make, at the Seller’s or Parent’s operations (it being understood Krauszs’ expense, photocopies), during normal business hours, to such books and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunderrecords; provided, furtherhowever, that the Company Purchaser shall perform notify Seller and Xxxxxx at least 30 days in advance of destroying any such books and records prior to the actions set forth on Section 7.3 seventh anniversary of the Company Disclosure Schedules (subject Closing in order to provide the terms of Seller and Xxxxxx the opportunity to access such books and records in accordance with this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”6.02(b).

Access to Information. From During the date of this Agreement until the Effective TimePre-Closing Period, to the extent permitted by applicable lawupon reasonable prior written notice, the Company shall (and shall cause the respective Representatives of the Group Companies to): (a) provide Representatives of Parent willreasonable access, in a manner not disruptive to the operations of the business of the Group Companies, during normal business hours and upon reasonable requestnotice throughout the Pre-Closing Period, (a) give to the other party and its counselproperties, financial advisorsbooks, auditors records and other authorized representatives reasonable access documents and information relating to the offices, properties, books and records of such party and its SubsidiariesGroup Companies as may be reasonably requested in writing, (b) furnish promptly to such Representatives all information concerning the other party business, properties and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information personnel of the Group Companies as such Persons may reasonably requestbe requested in writing, and (c) instruct its employeesprovide reasonable access to the Group Companies’ Representatives and personnel, counsel and financial advisors to reasonably cooperate with the other party in its investigation extent such individuals are not Affiliates of the business of Parent; provided, that nothing herein shall require the Company or Parentany of its Subsidiaries to disclose any information to Parent if such disclosure would, as in the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent reasonable judgment of the Company, such consent (i) cause significant competitive harm to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform or its Subsidiaries if the actions set forth on Section 7.3 transactions contemplated by this Agreement are not consummated, (ii) violate applicable Law, Order or the provisions of any Contract to which the Company Disclosure Schedules or any of its Subsidiaries is a party, (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide iii) jeopardize any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/-client privilege, work product doctrine or which it is required any other applicable legal privilege, or (iv) give a third party the right to keep confidential by reason terminate or accelerate its rights under a Contract entered into prior to the date of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applythis Agreement. All information obtained by Parent or the Company parties pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, with the Confidentiality Agreement dated and Section 10.13. Notwithstanding the foregoing, any such investigation shall be conducted in such manner as not to unreasonably interfere with the business or operation of October 1, 2023 between Parent and the Company (or its Subsidiaries or otherwise result in any significant interference with the “Confidentiality Agreement”)timely discharge by the employees of the Company or its Subsidiaries of their duties.

Access to Information. From Prior to the date of this Agreement until the Effective TimeClosing Date, Purchaser shall be entitled, through its officers, employees and representatives (including, without limitation, its legal and financial advisors, Financing Sources and accountants), to make such investigation of the extent permitted by applicable lawproperties, employees, businesses and operations of the Company and Parent will, during normal business hours and upon reasonable request, (a) give such examination of the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the Company as it reasonably requests and to make extracts and copies of such party books and records. Any such investigation and examination shall be conducted during regular business hours upon not less than two Business Days’ prior notice and under reasonable circumstances and shall be subject to restrictions arising under applicable Law. The Company shall cause the officers, Business Employees, consultants, agents, accountants, attorneys and other representatives of the Company to cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and Purchaser and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably shall cooperate with the other party in Company and its representatives and shall use their reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such investigation of or examination shall be permitted to the business of extent that it would require the Company or Parent, as any Affiliate to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the case may be; provided that such investigation shall not unreasonably disrupt the Company’s Company or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunderits Affiliates is bound; provided, furtherhowever, that the Company and Purchaser shall perform cooperate in seeking to find a way to allow disclosure of such information to the actions set forth on Section 7.3 extent doing so would not (in the good faith belief of the Company Disclosure Schedules (subject after consultation with counsel)) be likely to result in the violation of any such confidentiality obligation or be reasonably likely to cause such privilege to be lost with respect to such information. Notwithstanding anything to the terms contrary contained herein, prior to the Closing, without the prior written consent of this Section 7.3the Company (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding , (i) Purchaser shall not contact any suppliers to, or customers of, the foregoing, neither Company specifically regarding the Company, on the one hand, nor Parent, on the other hand, and (ii) Purchaser shall be required have no right to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, perform invasive or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions subsurface investigations of the preceding sentence apply. All information obtained by Parent properties or facilities of the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Company.

Access to Information. From and after the date of this Agreement until the Effective Timeearlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable notice, and subject to restrictions contained in the extent permitted by applicable lawconfidentiality agreements to which any Seller or the Company may be subject, the Sellers will cause the Company to provide to Buyer and Parent will, its authorized Representatives during normal business hours reasonable access to all books and upon records, properties, assets, and real property of the Company (in a manner so as to not interfere with the normal business operations of the Company); provided, however, that any such access shall be conducted at Buyer’s sole expense under the supervision of the Company’s personnel. All of such information will be treated as confidential information pursuant to the terms of the Confidentiality Agreement. All requests for such access shall be directed to Xxx Xxxxx and such additional Persons designated by the Company in writing to Buyer (collectively, the “Designated Contacts”). Other than the Designated Contacts, or otherwise in the ordinary course of business unrelated to the transactions contemplated hereby or Buyer’s acquisition of the Company, neither Buyer nor any of its Affiliates or any of their respective representatives shall contact any employee, customer, supplier, landlord, lender or other material business relation of the Company without the prior written consent of the Company. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose any information to Buyer or its Representatives regarding the Company’s entry into or conducting of a sale process prior to the execution of this Agreement or other information, if such disclosure would, in the reasonable requestdiscretion of Sellers’ Representative, (a) give the jeopardize any attorney-client or other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, legal privilege or (b) furnish contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other date hereof. Buyer acknowledges that the information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors being provided to reasonably cooperate it in connection with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (transactions contemplated hereby is subject to the terms of this Section 7.3). Notwithstanding the foregoingConfidentiality Agreement, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)which are incorporated herein by reference.

Access to Information. From the date of this Agreement hereof until the Effective TimeClosing, to the extent permitted by applicable law, Sellers shall cause the Company and Parent will, during normal business hours and upon reasonable request, to: (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the officesright to inspect all of the Real Property, properties, assets, premises, books and records of such party records, contracts, agreements and its Subsidiaries, other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party and Company as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel and financial advisors the Representatives of the Company to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentCompany; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal business hours upon reasonable advance notice to Sellers, under the prior consent supervision of Sellers’ respective personnel and in such a manner as not to materially interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to RJA or such other individuals as Parrot may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect neither any representation or warranty given by either party hereunder; provided, further, that Seller nor the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide disclose any information which it reasonably believes it may to Buyer if such disclosure would, in such Seller’s sole discretion: (x) cause significant competitive harm to such Seller, the Company and their respective businesses if the transactions contemplated by this Agreement are not provide consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the other by reason date of any applicable lawthis Agreement. Prior to the Closing, without the prior written consent of Parrot, which constitutes information protected by attorney/client privilegeshall not be unreasonably withheld, conditioned or delayed, neither Parent nor Buyer shall not contact any suppliers to, or which it is required to keep confidential by reason of contract or agreement with any third Personcustomers of, the Company. Each party of Parent and Buyer shall, and shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which cause its Representatives to, abide by the restrictions terms of the preceding sentence apply. All Confidentiality Agreement with respect to any access or information obtained by Parent or the Company provided pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)5.02.

Access to Information. From During the date of this Agreement until the Effective Time, to the extent permitted by applicable lawInterim Period, the Company Sellers shall, and Parent will, during normal business hours shall cause the Sellers’ Representative and upon reasonable request, (a) give the other party Companies to: afford the Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the officesright to inspect the Owned Real Property, properties, books the Leased Real Property and records of such party the Purchased Assets; furnish the Buyer and its SubsidiariesRepresentatives with such financial, (b) furnish operating, and other data and information related to the other party Companies, the Purchased Assets and the Assumed Liabilities as the Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request; provided, however, that none of the Sellers, the Companies, nor their respective Representatives shall be required to create reports, analyses, or prepare other information in connection with such requests; and (c) instruct its employees, counsel the Representatives of the Sellers and financial advisors the Companies to reasonably cooperate with the other party Buyer and its Representatives in its investigation of the business of the Company or ParentCompanies; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt be conducted during normal business hours upon reasonable advance notice to the Sellers’ Representative, under the supervision of the relevant Seller’s or Company’s or Parent’s personnel and in such a manner as not to interfere with the normal operations (it being understood and agreed that of such Company. Notwithstanding anything to the contrary in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent this Agreement, none of the Company, such consent to be within Sellers or the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, Companies shall be required to provide disclose any information which it reasonably believes it may not provide to the Buyer or its Representatives if such disclosure would: (x) in a Seller’s reasonable discretion, cause significant competitive harm to such Seller, a Company, their respective businesses or the Purchased Assets if the transactions contemplated by this Agreement are not consummated; (y) waive any attorney-client or other by reason of privilege; (z) violate any applicable lawLaw or Contract to which such Seller or Company is a party and entered into prior to the date of this Agreement; provided, however, if such access or disclosure is denied by a Seller or Company, such Seller or Company shall promptly notify the Buyer, shall describe in writing the reasons for such denial and shall reasonably cooperate with the Buyer to implement any commercially reasonable procedures requested by the Buyer to, if possible, provide access or disclosure without resulting in the violations or waivers set forth in the foregoing clauses (x) through (z). Prior to Closing, without the prior written consent of the Sellers’ Representative, which constitutes information protected may be withheld for any reason, the Buyer shall not (other than in the ordinary course of business of the Buyer and its Affiliates unrelated to the transactions contemplated by attorney/client privilegethis Agreement) contact any Persons known by the Buyer or its Affiliate to be suppliers to, or which it is required customers of, the Companies, or with respect to keep confidential by reason of contract any Purchased Assets or agreement with any third Person. Each party Assumed Liabilities, and the Buyer shall use reasonable efforts have no right to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions perform invasive, destructive, or subsurface investigations of the preceding sentence applyCompanies’ properties or any other environmental sampling (such as indoor air sampling). All The Buyer shall, and shall direct its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information obtained by Parent or the Company provided pursuant to this Section 7.3 shall be kept confidential in accordance with6.2, and the Buyer shall otherwise be subject indemnify, defend, and hold the Seller Indemnified Parties and their Representatives harmless from and against any Losses (including interest, reasonable attorneys’ and other professionals’ fees and expenses and court costs) arising out of the Buyer’s or its Representatives access to any Owned Real Property or Leased Real Property during the Interim Period except to the terms extent such Losses were caused by the gross negligence or willful misconduct of the Sellers, the Companies, their respective Affiliates, or their respective Representatives. The Companies, and the Affiliates and Representatives of the Sellers and the Founders, are express third-party beneficiaries of, and may enforce, any of the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)provisions in this Section 6.2.

Access to Information. From the date of this Agreement hereof until the Effective Time, to the extent permitted by applicable lawClosing, the Company and Parent will, during normal business hours and upon reasonable request, its Subsidiaries shall: (a) give the other party afford Parent and its counsel, financial advisors, auditors and other authorized representatives reasonable access to and the officesright to interview personnel, inspect all of the Real Property, properties, assets, premises, books and records of such party records, contracts, agreements and other documents and data related to the Company and its Subsidiaries, ; (b) furnish Parent and its representatives with copies of such contracts, books and records, financial, operating and other data and information related to the other party and Company as Parent or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and ; (c) afford Parent and its representatives with reasonable access to the Company’s and Subsidiaries’ suppliers, vendors and customers for the purposes of transition planning and integration upon notice to and with the prior consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed, provided representatives of the Company may be present during any such access); and (d) instruct its employees, counsel and financial advisors the representatives the Company to reasonably cooperate with the other party Parent in its investigation of the business of the Company or ParentCompany; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt be conducted during normal business hours upon reasonable advance notice to the Company, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Parent for access pursuant to this Section 7.2 shall be submitted or Parentdirected exclusively to Xxxxxxxx X. Xxxxx or Xxxxxxx X. Xxxxxx or such other individuals as Company may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose any information to Parent if such disclosure would, in Company’s operations reasonable discretion upon advice of counsel: (it being understood x) cause significant competitive harm to the Company and agreed that in no event shall its businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any invasive attorney-client or subsurface investigation other privilege; or testing (z) contravene any applicable Law or fiduciary duty or binding agreement entered into prior to the date of any environmental media be conducted this Agreement. Prior to the Closing, without the prior written consent of the Company, such consent which will not be unreasonably withheld, conditioned or delayed, Parent shall have no right to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation perform invasive or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 subsurface investigations of the Company Disclosure Schedules (subject to Real Property. Parent shall, and shall cause its representatives to, abide by the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)7.2.

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable law, the a. The Parent Company and Parent willthe Buyer, and their authorized representatives, shall have full access during normal business hours to all properties, books, records, contracts, and upon reasonable requestdocuments of the Target Company, (a) give and the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access Target Company shall furnish or cause to be furnished to the officesParent Company and the Buyer, propertiesand their authorized representatives, books all information with respect to its affairs and records of such party and its Subsidiaries, (b) furnish to business as the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Parent Company or the Buyer may reasonably request. The Parent Company and the Buyer shall hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (ci) instruct is in the public domain at the time of its employees, counsel and financial advisors disclosure to reasonably cooperate the Buyer; (ii) becomes part of the public domain after disclosure through no fault of the Buyer; (iii) is known to the Buyer or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior written consent of the Target Company. In the event this Agreement is terminated prior to Closing, the Parent Company and the Buyer shall, upon the written request of the Target Company, such consent promptly return all copies of all documentation and information provided by the Target Company hereunder. b. The Target Company and its authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and documents of the Parent Company and the Buyer reasonably related to this transaction, and the Parent Company and the Buyer shall furnish or cause to be within furnished to the Company’s reasonable discretion); Target Company and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that its authorized representatives all information with respect to their affairs and business the Target Company may reasonably request. The Target Company shall perform hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (i) is in the actions set forth on Section 7.3 public domain at the time of its disclosure to the Target Company; (ii) becomes part of the Company Disclosure Schedules public domain after disclosure through no fault of the Target Company; (subject iii) is known to the terms Target Company or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with the written consent of the Parent Company and the Buyer. In the event this Section 7.3)Agreement is terminated prior to Closing, the Target Company shall, upon the written request of the Parent Company or the Buyer, promptly return all copies of all documentation and information provided by the Parent Company or the Buyer hereunder. Notwithstanding the foregoing, neither the CompanyBuyer shall prohibit its authorized representatives from disclosing any material nonpublic information received either prior to, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilegeas of, or which it is required from the date of this Agreement. c. For a period of five years from the Closing Date, the Parent Company and the Buyer shall grant to keep confidential by reason Xxx Xxxxxxxx, Xxx Xxxxxx, and Xxxxx Xxxxxx, the Shareholders, the right to inspect any of contract or agreement with any third Person. Each the books and records of the Target Company existing at the time of closing; provided that each party shall use reasonable efforts hold confidential all such information and documents, other than information that (i) is in the public domain at the time of its disclosure to make reasonable Xxx Xxxxxxxx, Xxx Xxxxxx; and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”).Xxxxx Xxxxxx

Access to Information. (a) From the date hereof until the earlier of the Closing or the date on which this Agreement until is terminated in accordance with its terms, the Effective TimeCompany shall, and shall cause each of the Intel Companies to, afford to Purchaser, and to Purchaser’s directors, officers, employees, accountants, counsel, financial advisors, financing sources and other representatives (the foregoing, with respect to any Person, its “Representatives”), reasonable access during normal business hours and upon reasonable prior notice from Purchaser to their respective properties, books and records and other information as Purchaser may reasonably request regarding the business, assets, liabilities, employees and other aspects of the Intel Companies. All information exchanged pursuant to this Section 6.3 shall be subject to the Confidentiality Agreement, and the parties shall comply with, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to comply with, all of their respective obligations thereunder. No information or knowledge obtained in any investigation or examination pursuant to this Section 6.3 shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the parties to consummate the transactions contemplated hereby. Notwithstanding the foregoing, the Company shall not be required to provide access to, or cause the Intel Companies to provide access to, any information or documents which would, in the reasonable judgment of the Company, (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, (ii) otherwise violate any applicable Laws, (iii) result in a competitor of the Company or any of its Subsidiaries (other than Purchaser, to the extent permitted by applicable lawLaw) receiving material information which is competitively sensitive or (iv) breach any agreement of the Company or any of its Subsidiaries with any third-party. (b) For a period of seven (7) years after the Closing Date, the Company and Parent will, Purchaser shall (i) provide the other and its professional advisors with reasonable access during normal business hours and upon reasonable request, (a) give prior notice to all the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish relating to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation operation of the business Transferred Companies or Intel Business to the extent in the possession of or under the control of the Company or ParentPurchaser, as the case may be; provided that such investigation shall not unreasonably disrupt , before the Company’s or Parent’s operations (it being understood and agreed that Closing Date if reasonably required in no event shall connection with any invasive or subsurface investigation or testing litigation, any Tax audit, the preparation of any environmental media be conducted without Tax Returns or the prior consent preparation of any financial statements that include the financial results of all or part of the Company, such consent Transferred Companies or Intel Business for any period prior to be within the Company’s reasonable discretion); Closing and provided, further, (ii) cooperate with and assist the other and its professional advisors in connection with the preparation of any audited financial statements that no such investigation shall affect any representation include the financial results of all or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 part of the Company Disclosure Schedules (subject Transferred Companies or Intel Business for any period prior to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Closing.

Access to Information. From the date of this Agreement until the Effective Time, The Sellers’ Representative shall afford to the extent permitted by officers, employees and authorized representatives of Parent (including independent public accountants and attorneys) reasonable access, subject to Section 5.11 and applicable law, Law relating to the Company and Parent willsharing of information, during normal business hours and hours, upon reasonable requestadvance notice, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Company to the extent Parent shall reasonably deem necessary and shall furnish to Parent or its authorized representatives such party additional information concerning the Company as shall be reasonably requested; provided, however, that the Sellers and its Subsidiaries, the Company shall not be required to (a) violate any Laws or obligation of confidentiality to which any Seller or the Company is subject or (b) furnish jeopardize any privilege which any of them may possess in discharging their obligations pursuant to the other party and its counselthis Section 5.13; and, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; providedother than as contemplated elsewhere in this Agreement, further, that (i) the Sellers and the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall not be required to provide or prepare any information which it reasonably believes it may documents or reports that they do not provide to maintain or prepare in the other by reason ordinary course of any applicable lawbusiness, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which (ii) the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent Sellers and the Company shall not be required to furnish or otherwise make available to Parent customer-specific data or competitively sensitive information relating to areas of the Company’s business in which Parent or its Affiliates compete against the Company or which the Sellers’ Representative determines the disclosure of which could cause significant competitive harm to the Company if the transactions contemplated hereby are not consummated, and (iii) Parent shall not, without the “Confidentiality Agreement”)prior written consent of the Sellers’ Representative, contact or communicate with any vendor, customer, employee, independent contractor or other business partner of the Company, which consent shall not be unreasonably withheld, delayed or conditioned. Parent agrees that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Company or the Sellers’ Representative.

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable law, the Company a. The Purchaser and Parent will, its authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and upon reasonable requestdocuments of each of the Sellers, (a) give and each of the other party Sellers shall furnish or cause to be furnished to the Purchaser and its counsel, financial advisors, auditors and other authorized representatives reasonable access all information with respect to its affairs and business as the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Purchaser may reasonably request. The Purchaser shall hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (ci) instruct is in the public domain at the time of its employees, counsel and financial advisors disclosure to reasonably cooperate the Purchaser; (ii) becomes part of the public domain after disclosure through no fault of the Purchaser; (iii) is known to the Purchaser or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior written consent of the Companyapplicable Seller. In the event this Agreement is terminated prior to Closing, the Purchaser shall, upon the written request of the applicable Seller, promptly return all copies of all documentation and information provided by such consent entity hereunder. b. Each of the Sellers and its authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and documents of the Purchaser, and the Purchaser shall furnish or cause to be within furnished to the Company’s reasonable discretion); applicable Seller and provided, further, that no its authorized representatives all information with respect to its affairs and business such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 entity may reasonably request. Each of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, Sellers shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance withhold, and shall otherwise be subject cause its representatives to hold confidential, all such information and documents, other than information that (i) is in the public domain at the time of its disclosure to the terms ofapplicable Seller; (ii) becomes part of the public domain after disclosure through no fault of such entity; (iii) is known to the applicable Seller or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with the written consent of the Purchaser. In the event this Agreement is terminated prior to Closing, each of the Confidentiality Agreement dated as Sellers shall, upon the written request of October 1the Purchaser, 2023 between Parent promptly return all copies of all documentation and information provided by the Company (the “Confidentiality Agreement”)Purchaser hereunder.

Access to Information. From Between the date of this Agreement until and the Effective Timeearlier of the Closing or the termination of this Agreement, to the extent permitted by applicable lawupon reasonable notice, the Company and Parent will, during normal business hours and upon reasonable request, shall (a) give the other party Purchaser and its counselofficers, financial advisorsappropriate employees, auditors accountants, and counsel full access, upon reasonable prior notice during normal business hours, to all buildings, offices, and other authorized representatives reasonable access facilities and to all Books and Records of the officesCompany, properties, books and records whether located on the premises of such party and its Subsidiaries, the Company or at another location; (b) furnish to the other party Purchaser such financial, operating, technical and its counsel, financial advisors, auditors and other authorized representatives such financial and operating product data and other information with respect to the business and Assets and Properties of the Company as such Persons Purchaser from time to time may reasonably request, including financial statements and schedules; (c) instruct its employeessubject to Purchaser and the Company agreeing to the topic and notice of any interviews, counsel allow Purchaser the opportunity to interview such customers, suppliers, prime contractors (when the Company is a subcontractor on a Contract), employees and financial advisors to reasonably cooperate with the other party in its investigation of the business personnel and Affiliates of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt with the Company’s prior written consent, which consent shall not be unreasonably withheld or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion)delayed; and (d) assist and cooperate with Purchaser in the development of cooperation plans for implementation by Purchaser and the Company following the Closing; provided, furtherhowever, that no such investigation made prior to the date of this Agreement or made pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty given made by either party hereunder; provided, further, that the Company shall perform herein. Subject to Section 6.3 and the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject agreements referenced therein, materials furnished to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company Purchaser pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise 6.1 will be subject to the terms ofprovisions of Section 6.3, may be used by Purchaser for strategic and integration planning purposes relating to accomplishing the Confidentiality Agreement dated as transactions contemplated hereby and will not be used for any purpose unrelated to the consummation of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)transactions contemplated hereunder.

Access to Information. From The Company shall, and shall cause the date of this Agreement until Subsidiary to, give the Effective TimeBuyer and its representatives (including the Buyer's accountants, counsel and employees), upon reasonable notice and during normal business hours, full access to the extent permitted by applicable lawproperties, contracts, books, records and affairs of the Company and Parent willthe Subsidiary. The Company shall cause its officers and employees, during normal business hours and upon reasonable the officers and employees of the Subsidiary, to furnish to the Buyer all documents, records and information (and copies thereof) as the Buyer may reasonably request, ; it being understood that (a) give the other party and Company, in its counselsole discretion may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records or possible waivers of such party and its Subsidiariesany applicable attorney-client privileges or (ii) if any Buyer Party is in material breach of this Agreement, (b) furnish to such investigations shall not under any circumstances interfere with the other party and its counselCompany's or the Subsidiary's operations, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestactivities or employees, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with such investigations shall not be of a nature that in the other party in its investigation of the business opinion of the Company may violate applicable antitrust or Parentsimilar laws. If this Agreement is terminated pursuant to Section 9.1, (x) the Buyer Parties shall, and shall cause their representatives to, keep confidential any Confidential Information obtained from any Company Party (except as may be specifically (and only to the case may be; provided that such investigation shall not unreasonably disrupt the Company’s extent) required to be disclosed by applicable Law or Parent’s operations (administrative or legal process or pursuant to any securities exchange rules), it being understood and agreed that the Buyer Parties will notify the Company in no event shall writing prior to any invasive or subsurface investigation or testing proposed disclosure of any environmental media be conducted without such Confidential Information in order to enable the prior consent of the Company, such consent Company to be within the Company’s reasonable discretion)seek an appropriate protective order; and provided, further, that no such investigation (y) the Buyer Parties shall affect any representation or warranty given by either party hereunder; provided, further, that return to the Company shall perform Parties all documents (and reproductions thereof) supplied to any Buyer Party by any Company Party. The foregoing covenants relating to confidentiality are in addition to those included in the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Prior Confidentiality Agreement”).

Access to Information. From Between the date of this Agreement until and the Effective Timeearlier of the Closing or the termination of this Agreement, to the extent permitted by applicable lawupon reasonable notice, the Company and Parent will, during normal business hours and upon reasonable request, shall (a) give the other party Purchaser and its counselofficers, financial advisorsappropriate employees, auditors accountants, and counsel reasonable access, upon reasonable prior notice during normal business hours, to all buildings, offices, and other authorized representatives reasonable access facilities and to all Books and Records of the officesCompany, properties, books and records whether located on the premises of such party and its Subsidiaries, the Company or at another location; (b) furnish to the other party Purchaser such financial, operating, technical and its counsel, financial advisors, auditors and other authorized representatives such financial and operating product data and other information with respect to the business and Assets and Properties of the Company as such Persons Purchaser from time to time may reasonably request, including financial statements and schedules; (c) instruct its employeesallow Purchaser the opportunity to interview such customers, counsel suppliers, prime contractors (when the Company is a subcontractor on a Contract), employees and financial advisors to reasonably cooperate with the other party in its investigation of the business personnel and Affiliates of the Company or Parentwith the Company's prior consent, as the case may be; provided that such investigation which consent shall not be unreasonably disrupt the Company’s withheld or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion)delayed; and (d) assist and cooperate with Purchaser in the development of cooperation plans for implementation by Purchaser and the Company following the Closing; provided, furtherhowever, that no such investigation made prior to the date of this Agreement or made pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty given made by either party hereunder; provided, further, that the Company shall perform herein. Subject to Section 6.3 and the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject agreements referenced therein, materials furnished to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company Purchaser pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise 6.1 will be subject to the terms ofprovisions of Section 6.3, may be used by Purchaser for strategic and integration planning purposes relating to accomplishing the Confidentiality Agreement dated as transactions contemplated hereby and will not be used for any purpose unrelated to the consummation of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)transactions contemplated hereunder.

Access to Information. From (a) The Company shall, upon reasonable notice from Purchaser, afford to Purchaser, and to Purchaser's officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours during the date period prior to the Effective Time to all their respective properties, books, contracts, commitments, personnel, records and all other information concerning its business, properties and personnel as Purchaser may reasonably request. (b) Purchaser shall, upon reasonable notice from the Company, afford to the Company, and to Company's officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to all their respective properties, books, contracts, commitments, personnel, records and all other information concerning its business, properties and personnel as Company may reasonably request. (c) Each of the Company and Purchaser may make copies of documents provided to them pursuant this Agreement Section 5.3 at their own expense. The parties shall, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other representatives to, hold any such information which is nonpublic in confidence. The Purchaser agrees that unless and until the Effective Timetransactions contemplated hereby have been consummated, the Purchaser, including its representatives, will hold in strict confidence all data and information obtained from the Company and the Sellers in connection with the transactions contemplated hereby, except any of the same which (i) was, is now, or becomes generally available to the extent permitted public (but not as a result of a breach of any duty of confidentiality by applicable lawwhich the Purchaser is bound); (ii) was known to the Purchaser prior to its disclosure, or (iii) is disclosed to the Purchaser by a third party not subject to any duty of confidentiality owed to the Company or the Sellers prior to its disclosure. The Purchaser will use such data and information solely for the specific purpose of evaluating the transactions contemplated hereby. The Company and each of the Sellers agrees that unless and until the transactions contemplated hereby have been consummated, the Company and Parent willthe Sellers, during normal business hours including their representatives, will hold in strict confidence all data and upon reasonable requestinformation obtained from the Purchaser in connection with the transactions contemplated hereby, except any of the same which (ai) give the other party and its counselwas, financial advisorsis now, auditors and other authorized representatives reasonable access or becomes generally available to the offices, properties, books public (but not as a result of a breach of any duty of confidentiality by which the Company and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation each of the business of Sellers are bound); (ii) was known to the Company or Parentthe Sellers prior to its disclosure, as or (iii) is disclosed to the case may be; Company or the Sellers by a third party not subject to any duty of confidentiality owed to the Purchaser prior to its disclosure. The Company and each of the Sellers will use such data and information solely for the specific purpose of evaluating the transactions contemplated hereby. If this Agreement is terminated, the party that obtained such data, information and other written material (including all copies thereof) in connection with contemplating the Merger shall promptly return such data, information and other written material to the party that provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in thereafter will make no event shall any invasive or subsurface investigation or testing further use whatsoever of any environmental media be conducted without the prior consent of the Companysuch data, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation information or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any written material or information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)derived therefrom.

Access to Information. From the date of this Agreement until the Effective Time, (a) Prior to the extent permitted by applicable lawClosing Date, Sellers shall, and shall cause the Company to, provide to the Purchaser and its Representatives reasonable access to and the right to make such investigation of the properties, businesses, operations and personnel of the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation examination of the business of the Company or Parent, Books and Records as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3)reasonably requests. Notwithstanding the foregoing, neither Purchaser shall make all requests for access and all due diligence requests directly to Sellers Representative who shall coordinate any such access and production of documents. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. Each Seller shall cause its Representatives and the Company and its Representatives to reasonably cooperate with Purchaser and Purchaser’s Representatives in connection with such investigation and examination, and Purchaser and its Representatives shall cooperate with Sellers and their Representatives and shall use their reasonable efforts to minimize any disruption to the Company. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Sellers Representative, (i) Purchaser shall not contact any suppliers to, or customers or other business relations of, the Company, on the one hand, nor Parent, on the other hand, and (ii) Purchaser shall be required have no right to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, perform invasive or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions subsurface investigations of the preceding sentence apply. All information obtained by Parent properties or facilities of the Company pursuant Company. (b) In the event Purchaser or its Representatives desire physical access to this Section 7.3 shall be kept confidential in accordance withany of the Company’s properties, and shall otherwise be subject if Purchaser and its Representatives receive requisite approval from the Sellers Representative to visit and inspect such properties, Purchaser hereby assumes the terms risk of, and releases, the Confidentiality Agreement dated as of October 1Sellers and the Company, 2023 between Parent and their respective Representatives from any and all liability for, and Purchaser shall indemnify, defend and hold the Sellers and the Company (harmless from and against, any and all Liabilities, causes of action and claims for damage and/or injury or death to any and all Persons and any and all Persons’ property, in each case arising out of, incident to, or in connection with Purchaser’s or its Representatives’ entry on the “Confidentiality Agreement”)Company’s properties, WHETHER OR NOT SUCH PERSONAL INJURY, DEATH OR PROPERTY DAMAGE IS OCCASIONED BY OR INCIDENT TO OR THE RESULT OF THE NEGLIGENCE OR FAULT OF THE SELLERS, THE COMPANY OR THEIR RESPECTIVE REPRESENTATIVES, EXCEPT TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE SELLERS, THE COMPANY OR THEIR RESPECTIVE REPRESENTATIVES.

Access to Information. From (a) Subject to the limitations on the exchange of competitively sensitive information pursuant to the HSR Act or other applicable Laws, from the date of this Agreement until the Effective Time, to earlier of the extent permitted by applicable lawClosing Date or the termination of this Agreement in accordance with the provisions hereof, the Company shall give to Purchaser and Parent will, its authorized representatives promptly upon request reasonable access during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the Company's offices, books and records, Tax Returns, contracts, commitments, officers, facilities, properties, books personnel and records of such party accountants, and shall furnish and make available to Purchaser and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives all such documents and copies of documents and all such additional financial and operating data and other information pertaining to the affairs of the Company and the Company Subsidiaries as such Persons Purchaser and its authorized representatives may reasonably request. In furtherance and not in limitation of the foregoing, the Company shall, and (c) instruct its employeesshall cause the Company Subsidiaries to, counsel cooperate, assist, arrange and provide access to Purchaser to the extent necessary for Purchaser to prepare for the implementation of internal financial advisors to reasonably cooperate controls and procedures and disclosure controls in accordance with Purchaser's policies and in compliance with the other party Sarbanes Oxley Act of 2002 (including compliance with the requirements of the certifications required under Sections 302 and 906 of Sarbanes Oxley Act of 2002), and for the preparation of any required pro forma financial statements. The activities of Purchaser and its representatives contemplated by this Section 8.1(a) shall be conducted in its investigation such a manner as not to interfere unreasonably with the operation of the business of the Company and the Company Subsidiaries, and nothing in this Section 8.1 entitles Purchaser or Parentits representatives to access or review the Attorney Records. (b) Prior to the Closing Date, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior written consent of the Company, such consent to which may be within the Company’s reasonable withheld in its sole discretion); and provided, furthernone of Purchaser or its Representatives shall contact any suppliers to, that no such investigation shall affect any representation or warranty given by either party hereunder; providedemployees or customers of, further, that the Company shall perform the actions set forth on Section 7.3 of or the Company Disclosure Schedules (Subsidiaries in connection with or pertaining to any subject to the terms matter of this Section 7.3)Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither the CompanyCompany shall cooperate, on assist and arrange for Purchaser to have opportunity to meet, in person or telephonically, with the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable customers and appropriate substitute disclosure arrangements under circumstances in which the restrictions suppliers of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company Subsidiaries set forth on attached Schedule 8.1(b); provided, however, that Purchaser shall give the Company reasonable prior written notice before it contacts (whether in person, by telephone or otherwise) any such supplier, employee or customer and allow at least one Representative of the “Confidentiality Agreement”)Company to participate in any meeting (whether conducted in person, by telephone or otherwise) with such supplier, employee or customer.

Access to Information. From Subject to Section 4.4, during the period from the date of this Agreement until the Effective Time, to the extent permitted Closing Date, if reasonably requested by applicable lawParent, the Company shall, and shall cause each other Merged Company to, afford the officers, directors, employees and other agents of Parent will, reasonable access during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiariesrecords, (b) furnish to the other party and its counsel, financial advisors, auditors offices and other authorized facilities, and employees of the Merged Companies. Any such access shall be managed by and conducted through those representatives identified by the Company, and shall be subject to such financial and operating data and other information additional limitations as such Persons the Company may reasonably requestrequire to prevent disclosure of the transactions contemplated hereby, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation disruption of the business of the Company or Parent, as Merged Companies and/or the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing disclosure of any environmental media be conducted without confidential or legally privileged information. Without the prior written consent of the Company, Parent shall not contact any referral source, patient, customer, dealer, distributor, vendor, supplier, insurer or service provider of any Merged Company concerning such consent Merged Company or the transactions contemplated hereby. Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be within required to disclose to Parent or any agent or representative thereof any (a) information relating to the pending sale process being conducted by the Merged Company’s reasonable discretion, except as expressly required by Section 4.12 with respect to offers or proposals received after the date of this Agreement, or (b) information if doing so would violate any Company Contract, Law or Legal Requirement or which would result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, it being understood that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which efforts, through redaction or otherwise, to maximize the restrictions delivery of the preceding sentence applyinformation hereunder. All Subject to Section 4.18, no information obtained by Parent or the Company pursuant to this Section 7.3 4.5 or otherwise shall be kept confidential in accordance withdeemed to amend or supplement the Disclosure Schedule, and shall to prevent or cure any breach of warranty, or breach of covenant, or to otherwise be subject to limit or affect any rights of the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Buyer Indemnitees under Article VII.

Access to Information. From (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, each of Parent and Seller shall, and shall cause each of its Affiliates (including the Bank) to, afford to the officers, employees, accountants, counsel and other Representatives of Buyer, access, during normal business hours during the period prior to the Closing, to all of Parent and its Affiliates' (including the Bank) properties, books, contracts, commitments, records, Tax Records, officers, employees, accountants, counsel and other Representatives, in each case to the extent related to the Bank or its business and in a manner not unreasonably disruptive to the business of the Bank, and, during such period, each of Parent and Seller shall, and shall cause each of its Affiliates (including the Bank) to, make available to Buyer all information concerning the Bank's business, properties and personnel as Buyer may reasonably request. Neither Parent, Seller nor any of their Affiliates shall be required to provide access to or to disclose information where such access or disclosure would violate the rights of its customers, jeopardize any attorney-client or work product privilege or contravene any Law, rule, regulation, Judgment or fiduciary duty existing prior to the date of this Agreement until the Effective Time, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party or binding agreement listed in its investigation Section 6.2 of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Seller Disclosure Schedules (subject to the terms of this Section 7.3)Schedule. Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to The parties hereto will make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. . (b) All information obtained by Parent or the Company furnished to Buyer pursuant to this Section 7.3 6.2(a) shall be kept confidential subject to, and Buyer shall hold all such information in confidence in accordance with, the provisions of the Mutual Nondisclosure Agreement, dated July 10, 2001 (the "Confidentiality Agreement"), between Affiliates of Buyer and Seller. Notwithstanding the foregoing or any provision of the Confidentiality Agreement, each of Parent and Seller acknowledges and agrees that (and each of Parent and Seller shall cause each of its Affiliates to acknowledge and agree that) from and after the Closing, all information relating to the Bank or its business shall be deemed to be confidential information of Buyer (except to the extent publicly available or available from a third party not subject to a confidentiality obligation with respect to such information) and shall otherwise not be subject to the terms of, of the Confidentiality Agreement dated as Agreement. (c) No investigation by any of October 1the parties or their respective Representatives shall affect the representations, 2023 between Parent and warranties, covenants or agreements of the Company (the “Confidentiality Agreement”)other set forth herein.

Access to Information. From the date hereof until the Closing, Seller shall, and shall cause the Company to: (a) afford Buyer and its Representatives, upon not less than two (2) days’ prior written notice, reasonable access, during normal business hours of the Company, to officers, employees and agents (including outside accountants) of the Company and to inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted under the supervision of Seller’s personnel and in such a manner as not to interfere in any material respect with the normal operations of the Company. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company shall be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller, the Company and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client, attorney work product, or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement (including agreements with third parties) entered into prior to the date of this Agreement until (it being agreed that the Effective Timeparties shall use their commercially reasonable efforts to cause such access or information to be provided in a manner that does not cause such harm, waiver or contravention, including by making substitute arrangements). Prior to the extent permitted by applicable lawClosing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company and Parent willBuyer shall have no right to perform invasive or subsurface investigations of the Real Property. Buyer shall, during normal business hours and upon reasonable requestshall cause its Representatives to, (a) give abide by the other party terms of the Confidentiality Agreement with respect to any access or information provided pursuant to Section 5.02. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, which shall survive the termination of this Agreement in accordance with the terms set forth therein, Buyer and its Seller shall hold, and shall cause their respective officers, employees, accountants, counsel, financial advisors, auditors advisors and other authorized representatives reasonable access Representatives to the officeshold, propertiesall information received, books and records of such party and its Subsidiariesdirectly or indirectly, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of from the Company or Parentits Representatives in confidence in accordance with the Confidentiality Agreement, as the case may be; provided that such investigation which Confidentiality Agreement shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood remain in full force and agreed that effect in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunderaccordance with its terms; provided, furtherhowever, that the Company shall perform the actions any use restrictions or other similar limitations set forth on Section 7.3 therein shall be inapplicable with respect to any of the Company Disclosure Schedules (subject to the terms transactions contemplated by this Agreement or any proposal, negotiations or actions by or on behalf of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant Buyer related to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”).transactions contemplated hereby

Access to Information. From the date of this Agreement hereof until the Effective TimeClosing, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, Seller shall (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the offices, right to inspect all of the properties, books assets, premises, Books and records of such party Records, Assigned Contracts and its Subsidiaries, other documents and data constituting Purchased Assets; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party and Business as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel and financial advisors the Representatives of Seller to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentBusiness; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal business hours upon reasonable advance notice to Seller, under the prior consent supervision of Seller's personnel and in such a manner as not to interfere with the conduct of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect Business or any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 other businesses of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applySeller. All information obtained requests by Parent or the Company Buyer for access pursuant to this Section 7.3 6.02 shall be kept confidential submitted or directed exclusively to Seller's Chief Financial Officer, or such other individuals as Seller may designate in accordance withwriting from time to time. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) cause significant competitive harm to Seller and its businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of Seller, which shall not be unreasonably withheld or delayed, Buyer shall not contact any suppliers to, or customers of, the Business and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. Buyer and Seller shall, and shall otherwise be subject to cause each of their Representatives to, abide by the terms of, of the Confidentiality Agreement dated as with respect to any access or information provided pursuant to this Section 6.02. In addition to the obligations of October 1, 2023 between Parent and Buyer under the Company (the “Confidentiality Agreement”), Buyer shall not, and shall cause each of its Representatives not to, disclose any information provided by Seller or any of Seller's Representatives to Buyer or any of Buyer's Representatives that Seller identifies at material, non-public information unless Buyer has first obtained from the proposed recipient of such material, non-public information such proposed recipient's written agreement to keep such material, non-public information confidential, in form and substance reasonably satisfactory to Seller.

Access to Information. From the date (a) The Company shall afford to Purchaser and its accountants, counsel, financial advisors and other representatives, and each of this Agreement until the Effective Timetheir respective representatives, to the extent permitted by applicable law, the Company and Parent willreasonable access, during normal business hours and upon reasonable request, (a) give notice throughout the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access period prior to the officesClosing, propertiesto the Company’s properties and facilities (including all Leased Property and the buildings, books structures, fixtures, appurtenances and improvements erected, attached or located thereon, in the case of Leased Property not owned by an Affiliate of the Company with the consent of the applicable landlord to the extent so required, which consent the Company shall use commercially reasonable efforts to obtain), books, Contracts and records of the Company and, during such party period, shall furnish promptly such information concerning the businesses and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business properties of the Company or Parentas Purchaser shall reasonably request; provided, as the case may be; provided that however, such investigation shall not unreasonably disrupt the Company’s or Parent’s operations. Prior to the Closing, the Company shall generally keep Purchaser informed as to all material matters involving the operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent businesses of the Company. (b) All nonpublic information provided to, such consent to or obtained by, Purchaser in connection with the transactions contemplated hereby shall be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 “Confidential Information” for purposes of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable Confidentiality and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Nondisclosure Agreement dated as of October 1December 19, 2023 2012 between Parent Purchaser and the Company (the “Confidentiality Agreement”), the terms of which shall continue in force until the Closing. Notwithstanding the foregoing, the Company shall not be required to disclose any information if such disclosure would contravene any applicable Law. No information provided to or obtained by Purchaser pursuant to this Section 6.1 shall limit or otherwise affect the remedies available hereunder to Purchaser (including Purchaser’s right to seek indemnification pursuant to Article VIII), or the representations or warranties of, or the conditions to the obligations of, the parties hereto.

Access to Information. From the date of this Agreement hereof until the Effective Time, Closing and to the extent permitted by applicable lawthat State and local law permits, the Company and Parent willSeller shall, during normal business hours and upon after reasonable request, Notice from Buyer: (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the offices, right to inspect all of the properties, books assets, premises, Books and records of such party Records, Assigned Contracts and its Subsidiaries, other documents and data related to the Business; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party and Business as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel and financial advisors the Representatives of Seller to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentBusiness; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal business hours upon reasonable advance notice to Seller, under the prior consent supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect Business or any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 other businesses of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applySeller. All information obtained requests by Parent or the Company Buyer for access pursuant to this Section 7.3 6.02 shall be kept confidential submitted or directed exclusively to Seller or such other individuals as Seller may designate in accordance withwriting from time to time. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller and its businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Buyer shall, and shall otherwise be subject cause its Representatives to, abide by the confidentiality terms set forth in Section 6.05 with respect to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)any access or information provided pursuant to this Section 6.02.

Access to Information. From the date of this Agreement until the Effective TimeClosing, Seller shall, and shall cause its Affiliates to (i) permit Purchaser and its Representatives to have reasonable access, in a manner so as not to interfere with the normal business operations of the Business, to all premises, properties, books, records (including Tax records) contracts and documents exclusively related to the extent Business and (ii) furnish Purchaser with all financial, operating and 33 other data and information related exclusively to the Business (including copies thereof), as Purchaser may reasonably request; provided, however, that Seller shall not be required to permit any inspection or other access, or to disclose any information that in the reasonable judgment of Seller would: (A) result in the disclosure of any Trade Secrets or other competitively-sensitive information, (B) violate any obligation of Seller or its Affiliates with respect to confidentiality entered into prior to the date of this Agreement, (C) violate or result in the loss or material impairment of any information subject to the attorney-client privilege or the attorney work product doctrine or (D) violate any Legal Requirement. Without limiting the generality of the foregoing, Seller shall not be required to permit any inspection or other access to, or disclose any information regarding, any personnel file, human resources file, or other employment-related files maintained with respect to any Prospective Employee. Unless permitted by applicable lawSeller in its sole discretion, Xxxxxxxxx agrees that it shall not undertake any environmental testing in connection with the Company and Parent will, access provided in this Section 6.3. Any such access will be provided or conducted during normal business hours and upon reasonable requestadvance notice to Seller, (a) give under the other party reasonable supervision of Seller’s personnel and in such a manner as not to interfere with the normal operations of Seller and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyAffiliates. All information obtained requests by Parent or the Company Purchaser for access pursuant to this Section 7.3 6.3 shall be kept confidential submitted or directed exclusively to such individual or individuals as Seller may designate in accordance withwriting from time to time (including in response to Purchaser’s request). Prior to the Closing, without the prior written consent of Seller, which will not be unreasonably withheld or delayed, none of Purchaser or any of its Affiliates shall contact any employees of, suppliers to or customers of the Business or any other person with a material business relationship with Seller or its Affiliates. Purchaser shall, and shall otherwise be subject to cause its Affiliates to, abide by the terms of, of the Confidentiality Agreement dated as with respect to any access or information provided pursuant to this Section 6.3 or otherwise, in accordance with the terms of October 1, 2023 between Parent and the Company (the “such Confidentiality Agreement”).

Access to Information. From Seller shall, during the period from the date of this Agreement until the Effective Time, hereof to the extent permitted by applicable lawClosing, the Company furnish promptly to Buyer (i) copies of monthly financial reports and Parent will, during normal business hours and upon reasonable requestdevelopment reports, (aii) give the other party Financial Statements and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (biii) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and all other information concerning the Business, as such Persons Buyer may reasonably request. Buyer will hold any such information furnished to it by Seller, and (c) instruct its employeeswhich is nonpublic, counsel and financial advisors to reasonably cooperate in confidence in accordance with the other party Confidentiality Agreement dated February 1, 2010 between Buyer and Seller (the “Confidentiality Agreement”). No information or knowledge obtained in its any investigation pursuant to this Section 7.2(e) shall affect or be deemed to modify or limit any of the business representations, warranties, covenants or agreements contained in this Agreement or the conditions to the obligations of the Company or Parentparties to consummate the transactions contemplated herein. Following the Time of Possession, as the case may be; provided that such investigation upon reasonable notice, Buyer shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood provide Seller with reasonable access and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Companyduplicating rights, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of the Confidentiality Agreement, during normal business hours, to all of Buyer's personnel, Property, Assumed Contracts, books and records related to Seller (other than the Excluded Property) and shall cooperate with Seller, subject to the terms of Article XIV, as reasonably necessary for Seller to pursue or defend, as required or permitted by this Section 7.3)Agreement, any third party suit, claim, action, proceeding or investigation relating to the claims in connection with this Agreement and the transactions contemplated hereby, including, without limitation, any suit, claim, action, proceeding or investigation related to the Excluded Property. Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, Buyer shall not be required to provide any information which (i) it reasonably believes it may not provide to the other Seller and its representatives by reason of any applicable lawlaw or by a confidentiality agreement with a third party, which or (ii) constitutes information protected by the attorney/client and/or attorney work product privilege. If any material is withheld by Buyer pursuant to the immediately preceding sentence, or which it is required Buyer shall inform Sellers as to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions general nature of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)material which is being withheld.

Access to Information. From the date of this Agreement hereof until the Effective Time, to the extent permitted by applicable lawClosing, the Sellers shall, and shall cause the Company and Parent will, during normal business hours and upon reasonable requestto, (a) give afford the other party Buyers and its counsel, financial advisors, auditors their Representatives full and other authorized representatives reasonable free access to and the officesright to inspect all of the properties, propertiesassets, premises, books and records of such party records, Contracts and its Subsidiaries, other documents and information related to the Company; (b) furnish the Buyers and their Representatives with such financial, operating and other data and information related to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information Company as such Persons the Buyers or any of their Representatives may reasonably request, including, but not limited to, a correct and complete daily profit and loss statement from trading in securities and daily positions in securities statement (the “Daily Statements”) of the Company as are provided to management of the Company; and (c) instruct its employees, counsel and financial advisors the Representatives of the Company to reasonably cooperate with the other party Buyers in its their investigation of the Company. Any investigation pursuant to this Section 6.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company. No investigation by the Buyers or other information received by the Buyers shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by any Seller in this Agreement. The Buyers acknowledge and agree that any contact by the Buyers or their Representatives with Representatives or customers of the Company or Parentothers having commercial dealings with the Company prior to the Closing shall be arranged in coordination with the Sellers’ Representatives. Prior to the Closing, as the case may be; provided that such investigation shall not unreasonably disrupt Buyers agree to notify the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing Sellers’ Representatives of any environmental media be conducted without such desired contact and to seek the prior consent of Sellers’ Representatives in connection therewith (which may be withheld in Sellers’ Representatives’ reasonable discretion and, if given, may be conditioned on Sellers having the right to participate in any meetings or discussions with any such customers or others having commercial dealings with the Company). Buyers shall not, such consent to be within the Company’s reasonable discretion); and providedshall cause their Representatives not to, furthercontact or engage in any discussions or otherwise communicate with, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 customers of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement others with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or whom the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to has commercial dealing regarding the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Transaction.

Access to Information. From the date of this Agreement until to the Effective Timeearlier of the Closing and the termination of this Agreement in accordance with Article XI, Seller shall, and shall cause each of its Subsidiaries to: (i) provide to Buyer Parent and its Representatives reasonable access, during Seller’s normal business hours, in such a manner as not to interfere unreasonably with the business conducted by Seller or any of its Subsidiaries and under the supervision of Seller’s personnel, upon reasonable advanced notice to Seller, to the extent permitted by applicable law, the Company Business Real Property and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officesofficers, employees, properties, offices and other facilities of Seller and each of its Subsidiaries that are primarily related to the Business (but only to the extent applicable to the Business) and to the books and records thereof (including for purposes of conducting non-invasive environmental assessments) and (ii) reasonably promptly furnish such party information concerning the properties (including the Business Real Property), Contracts, assets and its Subsidiaries, (b) furnish liabilities primarily related to the other party and Business as Buyer Parent or its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request; provided, and however, that (cx) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation Seller shall not unreasonably disrupt be required to (or to cause any of its Subsidiaries to) afford such access or furnish such information to the Company’s extent that Seller reasonably believes that doing so would: (A) result in the loss of attorney-client privilege (but Seller shall use its reasonable best efforts to allow for such access or Parent’s operations disclosure in a manner that does not result in a loss of attorney-client privilege), or (B) breach, contravene or violate any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement (it being understood and agreed that the Parties shall use their commercially reasonable efforts to cause any information that is withheld pursuant to clause (A) or (B) to be provided or made available in no event shall any invasive a manner that is not prohibited by clause (A) or subsurface investigation or testing of any environmental media be conducted (B)) and (y) without the prior written consent of the Company, such consent to Seller (which may be within the Companywithheld in Seller’s reasonable sole discretion); and provided, further, that no such investigation Buyers shall affect not contact any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilegesuppliers to, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms customers of, the Confidentiality Agreement dated as Business. Without the prior written consent of October 1Seller (which may be withheld in Seller’s sole discretion), 2023 between Parent and the Company (the “Confidentiality Agreement”)rights of access set forth in this Section 8.3 explicitly exclude any Phase II environmental investigations or any other intrusive or invasive sampling or investigations, including testing of air, soil, surface water, groundwater or any other media.

Access to Information. From Prior to the date of this Agreement until Closing Date, the Effective TimeCompany and Seller shall cooperate with Purchaser and provide Purchaser and its authorized Representatives with reasonable access to its books and records, facilities and employees, and to the extent permitted by applicable lawNextra, to the Company books and Parent willrecords, during normal business hours facilities and upon reasonable employees of Nextra, and will permit Purchaser and its authorized Representatives to make such inspections and conduct such interviews and inquiries as Purchaser may reasonably request. Purchaser shall conduct all such inspections, and other information-gathering activities described above only (a) give the other party at Purchaser’s sole cost and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiariesexpense, (b) furnish during regular business hours after reasonable advance notice, (c) in a manner to maintain appropriate confidentiality regarding the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestBusiness, and (cd) instruct its employees, counsel and financial advisors to reasonably cooperate in a manner which will not unduly interfere with the other party in its investigation operation of the business of the Company Business. Any and all such information gathered by Purchaser as a result of, or Parentin connection with, as the case may be; provided that such investigation information-gathering shall be kept strictly confidential and shall not unreasonably disrupt be revealed to, or discussed with, any Person other than the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing authorized Representatives of Purchaser who agree to maintain the confidentiality of any environmental media be conducted without such information in accordance with the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms provisions of this Section 7.3)5.2 and the Confidentiality Agreement. Notwithstanding In the event the transactions contemplated hereby are not consummated, such information shall be returned to Seller or destroyed in accordance with this Agreement. Without limiting the foregoing, neither Seller shall keep Purchaser informed of any material developments with respect to the Business of which Seller shall become aware prior to the Closing Date, and shall further keep Purchaser informed of all material communications occurring prior to the Closing between Seller and the Company, on the one hand, nor Parentand Nextra and Nxxxxx Xxxxx, on the other hand, shall be required to provide any information which it reasonably believes it may not provide related to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Nextra Asset Purchase Agreement”).

Access to Information. From the date of this Agreement until the Effective Time, Closing Date: (a) The Company shall permit representatives of Buyer to the extent permitted by applicable law, the Company and Parent will, have reasonable access (during normal business hours after 48 hours advance notice, and upon reasonable request, (ain a manner so as not to interfere with the normal business operations of the Company) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officesall premises, properties, books financial and accounting records, contracts, customer records, other records and documents, and personnel, of or pertaining to the Company. Unless otherwise required by Law, all information supplied pursuant to this Section shall be maintained in strict confidence, subject to the Buyer Confidentiality Agreement, and in the event that this Agreement is terminated, all written material relating thereto shall be returned to the Company, and Buyer shall make no further use of such party material; provided that nothing in this Section shall preclude Buyer from sharing only such necessary information with its representatives or from disclosing the existence of this Agreement and its Subsidiaries, the transactions contemplated hereby in accordance with the securities laws of the United States. (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized Buyer shall permit representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company to have reasonable access (during normal business hours after 48 hours advance notice, and in a manner so as not to interfere with the normal business operations of Buyer) to all premises, properties, financial and accounting records, contracts, and other material records and documents of or Parent, as pertaining to Buyer. Representatives of the case may be; provided that such investigation Company shall not unreasonably disrupt contact the Company’s Buyer's customers, personnel or Parent’s operations (it being understood and agreed that contractors in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted connection with the transactions herein contemplated without the prior consent of the CompanyBuyer. Unless otherwise required by Law, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any all information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company supplied pursuant to this Section 7.3 shall be kept confidential maintained in accordance withstrict confidence, and in the event that this Agreement is terminated, all written material relating thereto shall otherwise be subject returned to the terms ofBuyer, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (shall make no further use of such material; provided that nothing in this Section shall preclude the “Confidentiality Agreement”)Company from sharing only such necessary information with its representatives.