Common use of Confidentiality; Access to Information Clause in Contracts

Confidentiality; Access to Information. (a) The parties acknowledge that the Parent and the Company have previously executed a Mutual Non-Disclosure Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactions. (b) Upon reasonable notice, except (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its 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 its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company), and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company’s outside accountants work papers). No review or information obtained pursuant to this Section 5.6(b) shall limit the Parent’s or Merger Sub’s reliance on or the enforceability of any representation or warranty made by the Company herein.

Confidentiality; Access to Information. (a) The parties hereto acknowledge that the Parent and the Company have previously executed a Mutual Non-Disclosure Agreementconfidentiality agreement, dated as of June 28August 3, 2007 2009 (the “Confidentiality Agreement”), which Confidentiality Agreement will shall continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoingterms, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactionsexcept as expressly modified herein. (b) Upon reasonable notice, except (i) as During the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorneyPre-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)Closing Period, the Company shall, shall (and shall cause each of its Subsidiaries to, ) afford to the Parent and to its Parent’s officers, employees, accountants, counsel, financial advisors counsel and other representatives, reasonable access access, upon reasonable notice, during normal business hours during the period prior to the Effective Time and in a manner that does not disrupt or interfere with business operations, to all of its properties, books, contracts, commitments, personnel and records so that as the Parent may obtain all information concerning the business as its may shall reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company)request, and and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to, ) furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws Laws and (b) all other information concerning its business, properties properties, assets and personnel as the Parent may reasonably request request; provided, however, that the Company shall not be required to permit any inspection or other access, or to disclose any information, (including i) in connection with an Acquisition Proposal or Company Board Recommendation Change (except as expressly set forth in Section 6.1) or (ii) that in the Company’s outside accountants reasonable judgment of the Company would: (A) result in the disclosure of any trade secrets of any third party, (B) violate any obligation of the Company 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 papers)product doctrine or (D) violate any legal requirement. No review or information obtained pursuant to this Section 5.6(b) shall limit the Parent’s or Merger Sub’s reliance on or the enforceability of any representation or warranty made investigation by the Parent shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company hereincontained in this Agreement. The Parent will hold any such information which is non-public in confidence in accordance with the Confidentiality Agreement.

Confidentiality; Access to Information. (a) The parties acknowledge terms of that certain Confidentiality Agreement entered into by and between the Parent Company and the Company have previously executed a Mutual Non-Disclosure AgreementPurchaser, dated as of June 28April 15, 2007 2005 (the “Confidentiality Agreement”), which Confidentiality Agreement will ) are hereby incorporated herein by reference and shall continue in full force and effect in accordance with its terms and shall apply until the Closing Date. If this Agreement is, for any reason, terminated prior to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoingClosing Date, the Parent, Merger Sub Confidentiality Agreement shall continue in full force and the Company shall not, effect. All information and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained materials furnished pursuant to this Section 5.6 for any purpose unrelated Agreement shall be subject to consummation the provisions of the TransactionsConfidentiality Agreement. (b) Upon reasonable noticenotice and subject to applicable laws relating to the confidentiality of information, except (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the advice each of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that WFB and WFS, on the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violationone hand, loss or impairmentand the Purchaser on the other hand, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its their respective Subsidiaries to, afford to the Parent and to its officersRepresentatives of the Purchaser, employeesor Representatives of the Company, accountantsWFB or WFS, counsel, financial advisors and other representativesas the case may be, reasonable access access, during normal business hours during the period prior to the Parent Effective Time Time, to all its their respective properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company)records, and personnel and, during such period, each of the Company Company, WFB and WFS on the one hand, and the Purchaser on the other hand, shall, and shall cause each of its their respective Subsidiaries to, furnish promptly make available to the Parent Purchaser, the Company, WFB or WFS, as applicable, (ai) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. federal securities laws or Israeli federal or state securities banking or insurance laws (other than reports or documents that such party is not permitted to disclose under Applicable Law) and (bii) all other information concerning its business, properties and personnel as the Parent other party may reasonably request (including request. None of the Company’s outside accountants work papers), WFB, WFS or the Purchaser, or any of their respective Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (c) No review or information obtained investigation pursuant to receipt of information or access to property or personnel in accordance with the provisions of this Section 5.6(b) 6.3, the Confidentiality Agreement or otherwise shall limit the Parent’s or Merger Sub’s reliance on or the enforceability of affect any representation or warranty made by in this Agreement of any party hereto or any condition to the Company hereinobligations of the parties hereto or any condition to the Mergers.

Confidentiality; Access to Information. (a) The parties acknowledge that the Company and Parent and the Company have previously executed a Mutual Non-Disclosure Agreement, that certain confidentiality agreement dated as of June 28November 14, 2007 between the Company and Parent, as amended to date (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactionsterms. (b) Upon reasonable noticeParent, except (i) as on the Company reasonably determines (after consultation with Parent one hand, and receiving and considering the advice of the Company, on the other, will afford the other party and the other party’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officers, employees, accountants, counsel, financial advisors counsel and other representatives, representatives reasonable access during normal regular business hours to its properties, books, records and personnel during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (business, including the status of product development efforts (provided that efforts, properties, results of operations and personnel, as the Parent and its representatives other party may reasonably request. Any investigation pursuant to this Section 5.3 shall conduct any such activities be conducted in such a manner as not to interfere unreasonably with the conduct of the business or operations of the Company), and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company’s outside accountants work papers). No review information or information knowledge obtained by a party in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 5.3 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made by contained herein or the conditions to the obligations of the parties to consummate the Merger. Notwithstanding the foregoing, (i) the Company hereinmay restrict the foregoing access to the extent that any Applicable Law (including Applicable Laws relating to the exchange of information and all applicable antitrust, competition and similar laws, and attorney-client and other privileges) requires the Company or its subsidiaries to restrict or prohibit such access and (ii) nothing herein shall require the Company to disclose information to the extent such information would result in a waiver of attorney-client privilege, work product doctrine or similar privilege or violate any confidentiality obligation of the Company existing as of the date hereof; provided, however, that the Company shall use commercially reasonable efforts to permit such disclosure to be made in a manner consistent with the protection of such privilege or to obtain any consent required to permit such disclosure to be made without violation of such confidentiality obligations, as applicable.

Confidentiality; Access to Information. (a) The parties acknowledge that Except as expressly modified herein, the Parent and the Company have previously executed a Mutual Non-Disclosure Agreementconfidentiality agreement, dated as of June 28February 21, 2007 2017, between Public Company and Private Company (the “Confidentiality Agreement”), which Confidentiality Agreement will ) shall continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactionsterms. (b) Upon reasonable noticeDuring the Pre-Closing Period, except each of Private Company and Public Company shall (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, ) afford to the Parent and to its officers, employees, accountants, counsel, financial advisors and Representatives of the other representativessuch party, reasonable access access, upon reasonable notice, during normal business hours during the period prior to the Effective Time and in a manner that does not disrupt or interfere with business operations, to all of its properties, books, contracts, commitments, personnel contracts and records so that as the Parent may obtain all information concerning the business as its may other such party shall reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company)request, and and, during such period, the each of Private Company shall, and Public Company shall (and shall cause each of its Subsidiaries to, ) furnish promptly to the Parent other such party (ai) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws (federal, state, local, foreign or otherwise) and (bii) all other information concerning its business, properties and personnel assets as the Parent other such party may reasonably request request; provided, however, that (x) Public Company shall not be required to permit any inspection or other access, or to disclose any information, in connection with an Acquisition Proposal and (y) neither such party shall be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of such party would: (1) result in the disclosure of any trade secrets of any third party, (2) violate any legal requirement or Contract or any obligation of such party with respect to confidentiality or privacy, including under any privacy policy, or (3) jeopardize protections afforded such party under the Company’s outside accountants work papers). No review or information obtained pursuant to this Section 5.6(b) shall limit the Parent’s or Merger Sub’s reliance on attorney-client privilege or the enforceability attorney work product doctrine. Any such information shall be subject to the Confidentiality Agreement. Prior to the Closing, neither Private Company nor any Stockholder shall (and each shall cause such Person’s Affiliates and Representatives not to) contact or communicate with any of the employees, licensors or suppliers of Public Company or any representation or warranty made by of its Subsidiaries, without the Company hereinprior written consent of Public Company.

Confidentiality; Access to Information. (a) The parties acknowledge that the Company and Parent have previously executed the Confidentiality Agreement. Unless otherwise required by law or regulation (including Nasdaq or NYSE rules) or pursuant to the terms and provisions of the Confidentiality Agreement or this Agreement, Parent and the Company have previously executed a Mutual NonPurchaser will hold any information which is non-Disclosure Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue public in full force and effect confidence in accordance with its the terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoingConfidentiality Agreement and, in the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to event this Section 5.6 Agreement is terminated for any purpose unrelated to consummation of reason, Parent or the Transactions. (b) Upon reasonable notice, except (i) as Purchaser shall promptly return or destroy such information in accordance with the Confidentiality Agreement. 44 The Company reasonably determines (after consultation with will afford Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officers, employees, accountants, counsel, financial advisors and other representatives, Representatives reasonable access during normal business hours to the properties, books, analysis, projections, plans, systems, contracts, commitments, records, personnel offices and other facilities of the Company and its subsidiaries during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (business, including the status of product development efforts, properties, results of operations and personnel of the Company and use all reasonable efforts (provided that the to make available at all reasonable times during normal business hours to Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with Representatives, the business or operations appropriate individuals (including management personnel, attorneys, accountants and other professionals) for discussion of the Company)'s business, properties, prospects and during personnel as Parent may reasonably request. The Company agrees to provide its consent and to execute suitable confidentiality agreements allowing the Company's third party suppliers, strategic partners and customers to meet with and hold discussions with representatives of Parent. During such period, the Company shall, shall (and shall cause each of its Subsidiaries the Company's subsidiaries to), subject to any limitations imposed by law with respect to records of employees, furnish promptly to Parent and the Parent Purchaser (ai) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (bii) all other information concerning its business, properties and personnel as Parent or the Parent Purchaser may reasonably request (including the Company’s outside accountants work papers)request. No review information or information knowledge obtained by Parent in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 6.1 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made contained herein or the conditions to the obligations of the parties to consummate the Merger. (b) Notwithstanding anything to the contrary contained in this Agreement or the Confidentiality Agreement, the parties (and each employee, representative or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated hereby beginning on the earliest of (i) the date of the public announcement by the Company hereinparties of discussions relating to the Transactions, (ii) the date of public announcement by the parties of the Transactions hereby or (iii) the date of the execution of this Agreement; provided, however, that nothing in this Section 6.1(b) shall permit either party (or any employee, representative or agent thereof) to disclose (i) any information that is not necessary to understand the tax treatment and tax structure of such transactions (including the identity of the parties and any information that could lead another to determine the identity of the parties) or (ii) any other information to the extent that such disclosure could result in a violation of any federal or state securities law.

Confidentiality; Access to Information. (a) The parties acknowledge that Except as expressly modified herein, the Parent and the Company have previously executed a Mutual Non-Disclosure Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will shall continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactionsterms. (b) Upon reasonable noticeDuring the Pre-Closing Period, except (i) as notwithstanding anything in the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels Confidentiality Agreement to the parties reasonably conclude that such agreements are likely to preserve the privilege)contrary, the Company shall, shall (and shall cause each of its Subsidiaries to, ) afford to the Parent and to its officers, employees, accountants, counsel, financial advisors and other representativesthe Parent’s Representatives, reasonable access access, upon reasonable notice, during normal business hours during the period prior to the Effective Time and in a manner that does not unreasonably disrupt or interfere with business operations, to all of its employees (subject to this Section 6.3(b)), properties, books, contracts, commitments, personnel contracts and records so that as the Parent may obtain all information concerning the business as its may shall reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company)request, and and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to, ) furnish promptly to the Parent (ai) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (bii) all other information concerning its employees (subject to this Section 6.3(b)), business, properties and personnel assets as the Parent may reasonably request request; provided, however, that the Company shall not be required to permit any inspection or other access, or to disclose any information, (A) to the extent related to an Acquisition Proposal or a Trigger Event (except as otherwise required by the terms of this Agreement), or (B) that in the reasonable judgment of the Company (after consultation with outside legal counsel) would: (1) violate any legal requirement or contract (including confidentiality provisions thereof), or (2) jeopardize protections afforded the Company’s outside accountants Company under the attorney-client privilege or the attorney work papersproduct doctrine (so long as in connection with this clause (B) the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure, to the extent permitted by applicable law and practicable under the circumstances). No review or information obtained ; provided further, that the Company shall not be required to provide access to its employees (other than senior management) other than pursuant to this Section 5.6(b) shall limit the Parent’s or Merger Sub’s reliance on or the enforceability of any representation or warranty made a reasonable integration plan that has been agreed in good faith by the Company hereinand the Parent or as otherwise reasonably approved by the Company; provided further that the Company shall only be required to provide access to its senior management (other than the Chief Executive Officer of the Company) following reasonable advance notice from Parent to the Chief Executive Officer of the Company. Any such information shall be subject to the Confidentiality Agreement. Notwithstanding anything in the Confidentiality Agreement to the contrary, during the Pre-Closing Period, subject to compliance with applicable law, Parent and its Representatives shall be permitted to contact or communicate with any of the licensors, customers or suppliers of the Company or any of its Subsidiaries after providing notice to the Company it being understood that nothing herein shall restrict Parent’s ability to contact or interact with any such persons for reasons other than related to this Agreement and the transactions contemplated hereby.

Confidentiality; Access to Information. (a) The parties acknowledge BCP acknowledges that the Parent information being provided to it by Northrop Grumman and TRW is subject to the Company have previously executed terms of a Mutual Non-Disclosure Agreementconfidentiality agreement dated August 6, dated as of June 282002 between Blackstone Management Associates III L.L.C., 2007 Carlyle Partners III, L.P. and Northrop Grumman (the “Confidentiality Agreement”"CONFIDENTIALITY AGREEMENT"), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the Confidentiality Agreement will continue terminate; provided, however, that BCP acknowledges its confidentiality obligations in full force the Confidentiality Agreement will terminate only with respect to information relating solely to the Automotive Business; and effect in accordance with its provided, further, that BCP acknowledges that any and all other information provided to it by Northrop Grumman or TRW or their respective representatives concerning Northrop Grumman or TRW or their respective Subsidiaries will remain subject to the terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality conditions of the foregoing, Confidentiality Agreement after the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation date of the TransactionsClosing. (b) Upon Prior to the Closing Date, Northrop Grumman shall, and shall use its reasonable best efforts, so far as is permitted under the Northrop/TRW Merger Agreement, to cause TRW to, and following the Northrop/TRW Closing, Northrop Grumman and TRW each shall, provide BCP, through its Affiliates, officers, employees and representatives, including representatives of any Persons providing financing to any of the BCP Entities in connection with the transactions contemplated hereby, the opportunity to make such investigation of the management, employees, properties, businesses and operations of the Company and its Subsidiaries, and such examination of the books, records and financial condition of the Company and its Subsidiaries, as it reasonably requests and to make extracts and copies of such books and records. Any Confidential Information provided pursuant to this Section 7.1(b) will be kept confidential by BCP and will be subject to applicable Law and the terms of the Confidentiality Agreement. Any such investigation and examination will be conducted during regular business hours and under reasonable circumstances after appropriate advance notice. (c) Prior to the Northrop/TRW Closing, except Northrop Grumman shall, and shall use its reasonable best efforts, so far as is permitted under the Northrop/TRW Merger Agreement, to cause TRW to, and following the Northrop/TRW Closing, Northrop Grumman and TRW each shall, (i) as the Company reasonably determines (after consultation with Parent hold, and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause their respective Affiliates, consultants, advisors, agents and representatives to hold, in strict confidence to the same extent as provided for in the Confidentiality Agreement as if Northrop Grumman and its Affiliates were deemed to be bound by reciprocal confidentiality obligations, all confidential or trade secret information relating to the Automotive Business, (ii) not use such confidential or trade secret information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts the detriment of the Automotive Business and (iii) shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels assign its rights under any confidentiality agreement relating to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford Automotive Business with a third party to the Parent and to its 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 its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company), and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company’s outside accountants work papers). No review or information obtained pursuant to this Section 5.6(b) shall limit the Parent’s or Merger Sub’s reliance on or the enforceability of any representation or warranty made by the Company herein.

Confidentiality; Access to Information. (a) The parties hereto acknowledge and agree that the Company and Parent and the Company have previously executed a Mutual Non-Disclosure Agreement, dated as of June 28entered into on or about April 12, 2007 2011 (the “Confidentiality Non-Disclosure Agreement”), which Confidentiality Non-Disclosure Agreement will continue to be in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b)except as otherwise provided herein. Without limiting the generality Each of the foregoing, the Parent, Merger Sub Parent and the Company shall not, will afford the other parties hereto and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactions. (b) Upon reasonable notice, except (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officers, employees, other parties’ accountants, counsel, financial advisors counsel and other representatives, Representatives reasonable access during normal business hours hours, upon reasonable notice, to its properties, books, records and personnel during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the its business as its the other may reasonably request (including request. Each of the status parties hereto will hold, and will cause its accountants, counsel and other Representatives to hold, in confidence all documents and information furnished to it by or on behalf of product development efforts another party to this Agreement in connection with the transactions contemplated by this Agreement pursuant to the terms of the Non-Disclosure Agreement. Notwithstanding the foregoing, neither the Company nor Parent shall be required to afford such access if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would be reasonably likely to result in a violation of any agreement to which such party or any of its Subsidiaries is a party (provided that the Parent and Company or Parent, as the case may be, has used its representatives shall conduct any such activities in such a manner as not reasonable best efforts to interfere unreasonably with find an alternative way to provide the business access or operations of the Companyinformation contemplated by this Section 6.5), and during would be reasonably likely to result in a risk of a loss of attorney-client or other similar privilege to such period, the Company shall, and shall cause each party or any of its Subsidiaries to, furnish promptly or would be reasonably likely to the Parent (a) result in a copy violation of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company’s outside accountants work papers)any applicable Law. No review information or information knowledge obtained by a party hereto in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 6.5 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made by contained herein or the Company hereinconditions to the obligations of the parties to consummate the Merger.

Confidentiality; Access to Information. (a) The parties acknowledge that the Parent and the Company have previously executed a Mutual Non-Disclosure Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall noteach, and shall each use their respective its reasonable best efforts to cause its representatives not Representatives to, keep confidential and not disclose to any other person (other than such Representatives) or use for its own benefit or the benefit of any other person confidential proprietary information obtained pursuant to in its or their possession regarding the Company on the one hand, or Parent, Merger Sub or Cornerstone on the other. The obligations of the parties hereto under this Section 5.6 for 5.10(a) shall not apply to information which (i) is or becomes generally available to the public without breach of this Section 5.10(a); or (ii) is required to be disclosed by law or a governmental authority; provided, however, that, in any purpose unrelated such case involving a legally required disclosure, the Person subject to consummation such requirement shall notify the other party as promptly as reasonably practicable prior to disclosure to allow the other party to take appropriate measures to preserve the confidentiality of such information. The provisions of this Section 5.10(a) (other than the provisions of this sentence) shall terminate as of the TransactionsEffective Time. Notwithstanding the foregoing, nothing in this Section 5.10(a) shall prevent the Company from complying with its obligations contained in Section 5.16. (b) Upon reasonable notice, except (i) as From the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels date hereof to the parties reasonably conclude that such agreements are likely to preserve the privilege)Effective Date, the Company shall, shall (and shall cause each of its Subsidiaries to) (i) provide Parent, afford Merger Sub and their Representatives full access to all information and documents which Parent and Merger Sub may reasonably request regarding the business, properties, assets, contracts, liabilities, employees and other aspects of the Company or its Subsidiaries, and furnish promptly any such information to Parent and Merger Sub, and (ii) provide reasonable access at reasonable times upon reasonable prior notice to the Parent officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to its the books and records thereof. For purposes of this Merger Agreement, the term "Representatives" shall mean, with respect to any party, such party's lenders, other financing sources, investment bankers, officers, directors, employees, accountants, consultants, legal counsel, financial advisors agents and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company), and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company’s outside accountants work papers). No review or information obtained pursuant to this Section 5.6(b) shall limit the Parent’s or Merger Sub’s reliance on or the enforceability of any representation or warranty made by the Company herein.

Confidentiality; Access to Information. (a) The parties acknowledge that the Parent and the Company have previously executed a Mutual Non-Disclosure Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactions. (b) Upon reasonable notice, except (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s 's outside legal counsel) ), is required by applicable Legal Requirements, or (ii) as would be reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilegeprivilege (the "Privilege Exception")), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its 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 its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (including the status of product development efforts and, to the extent available to the Company after reasonable inquiry, summaries of fees and expenses incurred or paid or reasonably expected to be incurred or paid by the Company or its Subsidiaries to legal, accounting and other professional service advisors in connection with the Transactions (including the Restated Financials and the Options Matters)) (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company), and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the Parent (ai) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (bii) all other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company’s 's outside accountants work papers). (b) Any information obtained by either party pursuant to this Section 5.5 shall be subject to the Confidentiality Agreement dated June 29, 2006, between the Parent and the Company (the "Confidentiality Agreement"). Without limiting the generality of the foregoing, Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.5 for any purpose unrelated to consummation of the Transactions. No review or information obtained pursuant to this Section 5.6(b) 5.5 shall limit the Parent’s 's or Merger Sub’s 's reliance on or the enforceability of any representation or warranty made by the Company herein.

Confidentiality; Access to Information. (a) The parties hereto acknowledge that the Parent and the Company have previously executed a Mutual Non-Disclosure the Confidentiality Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will shall continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoingterms, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactionsexcept as expressly modified herein. (b) Upon reasonable notice, except (i) as During the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorneyPre-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)Closing Period, the Company shall, shall (and shall cause each of its Subsidiaries to and shall use its commercially reasonable efforts to cause each of its Representatives to, ) afford to the Parent Parent’s Representatives, reasonable access, upon reasonable notice, during normal business hours and in a manner that does not disrupt or interfere with business operations, to its officers, employees, accountantsagents, counselproperties, financial advisors and other representativesoffices, reasonable access during normal business hours during the period prior to the Effective Time to all its propertiesfacilities, books, contracts, commitments, personnel contracts and records so that as the Parent may obtain all information concerning the business as its may shall reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company)request, and and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to and shall use its commercially reasonable efforts to cause each of its Representatives to, ) furnish promptly (to the extent not otherwise publicly available) to the Parent (ai) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (bii) all other information concerning its business, properties and personnel assets as the Parent may reasonably request (including request; provided, however, that no information or knowledge obtained by the Company’s outside accountants work papers). No review or information obtained Parent in any investigation conducted pursuant to this Section 5.6(b6.3 shall affect or be deemed to modify or waive (i) shall limit any right or claim of the Parent’s or Merger Sub’s reliance on Parent or the enforceability of Surviving Corporation with respect to any representation or warranty made by of the Company set forth herein, or (ii) any condition to the obligations of the Parent and the Purchaser to consummate the transactions contemplated hereby, including the Offer and the Merger, or the remedies available to the parties hereunder; and provided, further, that the Company shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company would: (A) result in the disclosure of any trade secrets of any third party, (B) violate any legal requirement or contract or any obligation of the Company with respect to confidentiality or privacy, including under any privacy policy, or (C) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine. The parties will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the immediately preceding proviso apply. The Parent will hold any such information which is non-public in confidence in accordance with the Confidentiality Agreement. Prior to the Closing, neither the Parent nor the Purchaser shall (and each shall cause their Affiliates and Representatives not to) contact or communicate with any of the employees, customers, partners, licensors or suppliers of the Company or any of its Subsidiaries, without the prior written consent of the Company.

Confidentiality; Access to Information. (a) The parties acknowledge that the Company and Parent and the Company have previously executed a Mutual Nonthe mutual non-Disclosure Agreementdisclosure agreement, dated as of June 28February 9, 2007 (the “Confidentiality Agreement”). Unless otherwise required by law or regulation (including Nasdaq rules) or pursuant to the terms and provisions of the Confidentiality Agreement, the parties will hold any information which Confidentiality Agreement will continue is non-public in full force and effect confidence in accordance with its the terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoingConfidentiality Agreement and, in the event this Agreement is terminated for any reason, the Parent, Merger Sub and parties shall promptly return or destroy such information in accordance with the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the TransactionsConfidentiality Agreement. (b) Upon reasonable noticeThe Company and Parent will afford each other and their respective officers, except (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officersdirectors, employees, accountantsagents and representatives (including, counselwithout limitation, financial advisors and other representativesany investment banker, attorney or accountant retained by any of the foregoing) (such persons, collectively, the “Representatives”) reasonable access during normal business hours to the properties, books, analysis, projections, plans, systems, contracts, commitments, records, personnel offices and other facilities of the Company and the Parent, as the case may be, during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (their respective businesses, including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations construction of the Company)’s Plant, properties, results of operations and personnel of the Company, and use all reasonable efforts to make available at all reasonable times during normal business hours to each other and their respective Representatives, the appropriate individuals (including management, personnel, attorneys, accountants and other professionals) for discussion of their respective businesses, properties, prospects and personnel as either party may reasonably request. During such period, the Company shall, and shall cause each subject to any limitations imposed by law with respect to records of its Subsidiaries toemployees, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company’s outside accountants work papers)request. No review information or information knowledge obtained by Parent or Company in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 5.3 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made by of either party contained herein or the Company hereinconditions to the obligation of the parties to consummate the Merger.

Confidentiality; Access to Information. (a) The parties acknowledge that the Parent and the Company have previously executed a Mutual Non-Disclosure Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and shall apply Subject to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactions. (b) Upon reasonable notice, except (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use upon reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)notice, the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officers, directors, employees, accountants, counsel, financial advisors and other representativesrepresentatives (collectively, "Representatives"), with reasonable access during normal business hours during the period prior to the Effective Time to all its properties, books, contracts, commitments, documents, personnel (including management team) and records provided that such access must be coordinated with one of the members of the Company’s senior management team (whose names are listed on ‎Section 6.4(a) of the Company Disclosure Schedule), and Parent shall have the right to consult on a regular basis with each of the foregoing members of the Company's senior management team, in each case, so that the Parent and Merger Sub may obtain all information concerning the business business, assets or affairs of the Company and its Subsidiaries as its they may reasonably request (including the status of product development efforts (request; provided that the Parent and its representatives Representatives shall conduct any such activities in such a manner as not to unreasonably interfere unreasonably with with, or in any way damage, the business or operations of the Company), and during such period, that information that under ‎Section 6.5 the Company shallis exempt from providing to Parent, shall not be required to be disclosed under this ‎Section 6.4(a). (b) Any information obtained by any Person pursuant to this ‎Section 6.4 shall be subject to the Confidentiality Agreement (except for the provisions of Section 4 thereof). Without limiting the generality of the foregoing, Parent, Merger Sub and the Company shall not, and shall each use their respective best efforts to cause each of its Subsidiaries their Representatives not to, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period use information obtained pursuant to this ‎Section 6.4 for any purpose unrelated to consummation of the requirements of U.S. or Israeli federal or state securities laws Merger and (b) all the other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company’s outside accountants work papers)Transactions. No review or information obtained pursuant to this Section 5.6(b) ‎Section 6.4 shall limit the Parent’s 's or Merger Sub’s 's reliance on or the enforceability of any representation or warranty made by the Company herein.

Confidentiality; Access to Information. (a) The parties acknowledge that Except as expressly modified herein, the Parent Confidentiality Agreement shall automatically terminate at the Effective Time and the Company have previously executed a Mutual Non-Disclosure Agreement“standstill” obligations of Xxxxxx Management Company, dated as LLC and its Affiliates under the eleventh paragraph of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting terminate upon the generality date of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the TransactionsAgreement. (b) Upon reasonable notice, except (i) as During the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorneyPre-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)Closing Period, the Company shall, shall (and shall cause each of its Subsidiaries to and shall cause each of its and their respective Representatives to, ) afford to the Parent and to its officers, employees, accountants, counsel, financial advisors and other representatives, Parent’s Representatives reasonable access during normal business hours during the period prior to the Effective Time to all of its properties, books, contracts, commitmentsmaterial operating and financing papers, personnel and records so that as the Parent may obtain all information concerning the business as its may shall reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company)request, and and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to and shall cause each of its and their respective Representatives to, ) furnish promptly to the Parent (ai) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws Laws and (bii) all other information concerning its business, properties and personnel assets as the Parent may reasonably request request; provided, however, that the Company shall not be required to permit any inspection or other access, or to disclose any information, (A) in connection with an Acquisition Proposal or a Recommendation Change Notice (except as expressly provided by Section 6.1) or (B) that in the reasonable judgment of the Company (after consulting with outside legal advisors) would (1) violate any legal requirement with respect to privacy, including under any privacy policy, or (2) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; provided that the Company shall use its reasonable best efforts to allow for such access and disclosure in a manner that does not violate applicable privacy Law, attorney-client privilege or the attorney work product doctrine; provided, further, that any such inspection or other access, or such other disclosure of information shall be subject to procedures jointly agreed among the Company’s and the Parent’s respective outside accountants work papers)antitrust counsel. No review or Any such information obtained pursuant shall be subject to the Confidentiality Agreement for so long as it is in effect; provided that to the extent of this Section 5.6(b6.3 conflict with any of the terms of the Confidentiality Agreement, this Section 6.3 shall control. The Company shall (and shall cause each of its Subsidiaries to and shall cause each of its and their respective Representatives to) permit the Parent’s officers and other employees and Representatives to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of the Company and the Company Subsidiaries responsible for the Company’s financial statements and the internal controls of the Company to discuss such matters as the Parent may reasonably deem necessary or appropriate in order to enable the Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto or otherwise in connection with the Transactions, including with respect to the Restatement Related Events and any security holder litigation. (c) Except to the extent prohibited by Law, during the Pre-Closing Period, the Company shall limit (and shall cause each of its Subsidiaries to and shall cause each of its and their respective Representatives to), within a reasonable time following the request thereof by the Parent, use reasonable best efforts to arrange meetings and telephone conferences between the customers, licensors, partners, vendors and suppliers of the Company and its Subsidiaries on the one hand, and the Parent and the Purchaser, their Affiliates, and each of their respective Representatives, on the other hand. Except as set forth in the preceding sentence, prior to the Closing, neither the Parent nor the Purchaser shall (and each shall cause its Affiliates and Representatives not to), except in the Parent’s or Merger Subany of its Affiliate’s reliance on Ordinary Course of Business, contact or communicate with any of the enforceability customers, licensors, partners, vendors or suppliers of any representation or warranty made by the Company hereinor any of its Subsidiaries, without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.

Confidentiality; Access to Information. (a) The parties acknowledge that the Parent Acquiror and the Company have previously executed a Mutual Nonentered into that certain confidentiality and non-Disclosure Agreementdisclosure agreement, dated as of June 28November 16, 2007 2002, as amended (the “Confidentiality Agreement”"CONFIDENTIALITY AGREEMENT"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b)terminate upon the execution of this Agreement. Without limiting the generality of Notwithstanding the foregoing, the Parent, Merger Sub and parties shall remain liable in accordance with the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation terms of the TransactionsConfidentiality Agreement as if such agreement remained in effect for breaches, if any, thereunder occurring prior to the date hereof. (b) Upon reasonable noticeEach of the Company, except the Operating Subsidiaries and the Acquiror will, and will cause their respective officers, directors, employees, agents and representatives to (i) hold in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all nonpublic information concerning the other party furnished in connection with the transactions contemplated by this Agreement until such time as such information becomes publicly available (otherwise than through the Company reasonably determines (after consultation with Parent wrongful act of such person) and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate not release or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause disclose such information to be provided any other person, except in a manner that does not result in such violationconnection with this Agreement to its auditors, loss or impairmentattorneys, which reasonable best efforts shall include entering into one or more joint defense or community financial advisors, other consultants and advisors. In the event of interest agreements on customary terms if counsels to termination of this Agreement for any reason, the parties reasonably conclude that hereto will promptly return or destroy all documents containing nonpublic information so obtained from any other party hereto and any copies made of such agreements are likely to preserve documents and any summaries, analyses or compilations made therefrom. (c) Between the privilege)date hereof and the Closing Date, the Company shall, and shall cause each of the Operating Subsidiaries will provide the Acquiror and its Subsidiaries to, afford to the Parent and to its officers, employees, accountants, authorized representatives (including counsel, financial advisors and auditors) reasonable access during normal business hours to all employees, offices, warehouses and other facilities and to all books and records of the Company and the Operating Subsidiaries relating to the Assets and the operation of the Stores, will permit the Acquiror to make such inspections as the Acquiror may reasonably require and will cause the Company's officers and those of its Subsidiaries to furnish the Acquiror with such financial and operating data and other information with respect to the business, properties and personnel of the Company and its Subsidiaries relating to the Assets and the Stores as the Acquiror may from time to time reasonably request, provided that no investigation pursuant to this Section 4.5(c) shall affect or be deemed to modify any of the representations or warranties made by the Company or any of the Operating Subsidiaries and each representation and warranty shall survive such investigation. (d) Between the date hereof and the Closing Date, the Company and the Operating Subsidiaries will provide the firms retained by Acquiror to deliver the Solvency Opinion and the Reasonably Equivalent Value Opinion, and each of their respective employees and authorized representatives, reasonable access during normal business hours to all employees, offices, warehouses and other facilities and to all books and records of the Company and each of its Subsidiaries, including the Operating Subsidiaries, and will permit such firms to make such inspections as reasonably required in order to obtain the information necessary to render the Solvency Opinion and the Reasonably Equivalent Value Opinion. The Company will cause its officers and those of its Subsidiaries to furnish such firms with such financial and operating data and other information with respect to the financial condition, business, operations and properties of the Company and its Subsidiaries as such firms may from time to time reasonably request in the course of their investigation. It is expressly understood among the parties that during the period prior course of their engagement and at any time thereafter, the firms retained by Acquiror to deliver the Solvency Opinion and the Reasonably Equivalent Value Opinion will not provide confidential information of the Company or any of its Subsidiaries to the Effective Time Acquiror. Notwithstanding the foregoing, such firms will be permitted to all its properties, books, contracts, commitments, personnel review such aspects of the confidential information as they deem appropriate in their professional judgment and records so that report to the Parent may obtain all information Acquiror concerning the business as its may reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably their satisfaction with the results of such review on rendering the opinions to Acquiror contemplated by Section 4.7 and Section 4.8 without disclosing the content of the confidential information reviewed by them to Acquiror. (e) Between the date hereof and the Closing Date, the Company shall furnish to the Acquiror no later than one (1) business or operations day following delivery thereof to management of the Company), such weekly and during such periodmonthly financial statements and other data (financial, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly operational or otherwise) relating to the Parent (a) a copy operation of each report, schedule, registration statement and other document filed by it during such period pursuant the Stores as are regularly prepared for distribution to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company’s outside accountants work papers). No review or information obtained pursuant to this Section 5.6(b) shall limit the Parent’s or Merger Sub’s reliance on or the enforceability of any representation or warranty made by the Company hereinmanagement.

Confidentiality; Access to Information. (a) The parties acknowledge that the Parent and the Company have previously executed a Mutual Non-Disclosure Agreement, dated as of June 28, 2007 Unless otherwise required by law or regulation (the “Confidentiality Agreement”including Nasdaq rules), which Confidentiality Agreement the parties will continue in full force and effect in accordance with its terms and shall apply to hold any information obtained pursuant to Section 5.6(b). Without limiting which is non-public in confidence and, in the generality of the foregoingevent this Agreement is terminated for any reason, the Parent, Merger Sub and the Company parties shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactionspromptly return or destroy such information. (b) Upon reasonable noticeThe Company and Parent will afford each other and their respective officers, except (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officersdirectors, employees, accountantsagents and representatives (including, counselwithout limitation, financial advisors and other representativesany investment banker, attorney or accountant retained by any of the foregoing) (such persons, collectively, the “Representatives”) reasonable access during normal business hours to the properties, books, analysis, projections, plans, systems, contracts, commitments, records, personnel offices and other facilities of the Company and the Parent, as the case may be, during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (including the status their respective businesses, properties, results of product development efforts (provided that the Parent operations and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations personnel of the Company), and use all reasonable efforts to make available at all reasonable times during normal business hours to each other and their respective Representatives, the appropriate individuals (including management, personnel, attorneys, accountants and other professionals) for discussion of their respective businesses, properties, prospects and personnel as either party may reasonably request. During such period, the Company shall, and shall cause each subject to any limitations imposed by law with respect to records of its Subsidiaries toemployees, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company’s outside accountants work papers)request. No review information or information knowledge obtained by Parent or Company in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 5.3 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made by of either party contained herein or the Company hereinconditions to the obligation of the parties to consummate the Merger.

Confidentiality; Access to Information. (ai) The parties acknowledge that Prior to the Parent Effective Time and the Company have previously executed a Mutual Non-Disclosure Agreement, dated as after any termination of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality this Agreement each party hereto will continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall nothold, and shall each will use their respective reasonable its best efforts to cause its representatives not toofficers, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactions. (b) Upon reasonable notice, except (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officersdirectors, employees, accountants, counsel, financial advisors consultants, advisors, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) and other representativesrepresentatives (collectively, reasonable access during normal business hours during the period prior "Representatives"), to the Effective Time to hold, in confidence all its properties, books, contracts, commitments, personnel confidential documents and records so that the Parent may obtain all information concerning the business other parties hereto and the Subsidiary furnished to such party in connection with the transactions contemplated by this Agreement, including, without limitation, all analyses, compilations, studies or records prepared by the party receiving the information or by such party's Representatives, that contain or otherwise reflect or are generated from such information (collectively, the "Confidential Material"). The party furnishing any Confidential Material is herein referred to as its may reasonably request the "Delivering Company" and the party receiving any Confidential Material is herein referred to as the "Receiving Company." (including the status of product development efforts (provided ii) The Receiving Company agrees that the Parent Confidential Material will not be used other than for the purpose of the transaction contemplated by this Agreement, and that such information will be kept confidential by the Receiving Company and its representatives shall conduct Representatives; provided, however, that (i) any of such activities in such a manner as not to interfere unreasonably with the business or operations of the Company), and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly information may be disclosed to the Parent Representatives who need to know such information for the purpose described above (it being understood that (a) a copy each such Representative shall be informed by the Receiving Company of each reportthe confidential nature of such information, scheduleshall be directed by the Receiving Company to treat such information confidentially and not to use it other than for the purpose described above and shall agree to be bound by the terms of this Section 6.1.C, registration statement and other document filed by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) in any event, the Receiving Company shall be responsible for any breach of this Agreement by any of its Representatives), and (ii) any other disclosure of such information may be made if the Delivering Company has, in advance, consented to such disclosure in writing. The Receiving Company will make all reasonable, necessary and appropriate efforts to safeguard the Confidential Material from disclosure to anyone other than as permitted hereby. (iii) Notwithstanding the foregoing, if the Receiving Company or any of its Representatives is requested or required (by oral question or request for information concerning or documents in legal proceedings, interrogatories, subpoena, civil investigative demand or similar process) to disclose any Confidential Material, the Receiving Company will promptly notify the Delivering Company of such request or requirement so that the Delivering Company may seek an appropriate protective order and/or waive the Receiving Company's compliance with the provisions or this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Company or any of its businessRepresentatives is nonetheless, properties in the reasonable written opinion of the Receiving Company's counsel, compelled to disclose Confidential Material to any tribunal, the Receiving Company or such Representative, after notice to the Delivering Company, may disclose such information to such tribunal. The Receiving Party shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Material so disclosed. The Receiving Company or such Representative shall not be liable for the disclosure of Confidential Material hereunder to a tribunal compelling such disclosure unless such disclosure to such tribunal was caused by or resulted from a previous disclosure by the Receiving Company or any of its Representatives not permitted by this Agreement. (iv) This Section 6.1.C shall be inoperative as to particular portions of the Confidential Material if such information (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Company or its Representatives, (ii) was available to the Receiving Company on a non-confidential basis prior to its disclosure to the Receiving Company by the Delivering Company or the Delivering Company's Representatives, or (iii) becomes available to the Receiving Company on a non-confidential basis from a source other than the Delivering Company or the Delivering Company's Representatives, provided that such source is not known by the Receiving Company, after reasonable inquiry, to be bound by a confidentiality agreement with the Delivering Company or the Delivering Company's Representatives and personnel as is not otherwise prohibited from transmitting the Parent may reasonably request information to the Receiving Company by a contractual, legal or fiduciary obligation. The fact that information included in the Confidential Material is or becomes otherwise available to the Receiving Company or its Representatives under clauses (including i) through (iii) above shall not relieve the Company’s outside accountants work papers). No review Receiving Company or information obtained pursuant to its Representatives of the prohibitions of the confidentiality provisions of this Section 5.6(b9.8 with respect to the balance of the Confidential Material. (v) shall limit If this Agreement is terminated, each party hereto will, and will use its best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to the Parent’s party from whom such Confidential Material was obtained, upon request, all documents and other materials, and all copies thereof, obtained by such party or Merger Sub’s reliance on or the enforceability of its behalf from any representation or warranty made by the Company hereinsuch other parties in connection with this Agreement that are subject to such confidence.

Confidentiality; Access to Information. (a) A. The parties Company and the Parent acknowledge that the Parent Company and the Company Parent have previously heretofore executed a Mutual Non-Disclosure Agreementconfidentiality letters, dated as of June 28November 25, 2007 1997 and December 1, 1997 (the “"Confidentiality Agreement”Letters"), which Confidentiality Agreement will continue separately and as incorporated herein shall remain in full force and effect in accordance with its terms after and shall apply to any notwithstanding the execution and delivery of this Agreement, and that information obtained from the Company by the Parent or its Representatives or by the Company or its Representatives from the Parent, pursuant to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactions. (b) Upon reasonable notice, except (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege6.1(B), the Confidentiality Letters or otherwise shall be subject to the provisions of the Confidentiality Letters. B. The Company shall, and shall cause each of its Subsidiaries to, will afford to the Parent and to its officers, employees, accountants, counsel, financial advisors and other representatives, reasonable the Parent's Representatives full access during normal business hours during throughout the period prior to the Effective Time Closing Date to all of its properties, books, contracts, commitments, personnel commitments and records so that the Parent may obtain all information concerning the business as its may reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company)without limitation Tax Returns) and, and during such period, shall furnish promptly upon request all information relating to the Company, that the Parent or any of its Representatives reasonably requires. Subject to the terms and conditions of the Confidentiality Letter which are expressly incorporated herein by reference thereto for the benefit of the parties hereto, the Parent shall hold and shall use its best efforts to cause the Parent's Representatives to hold, and the Company shall, shall hold and shall use its best efforts to cause each of its Subsidiaries toRepresentatives to hold, furnish promptly in strict confidence all non-public documents and information furnished (whether prior or subsequent hereto) to the Parent (a) a copy of each reportor the Company, scheduleas the case may be, registration statement in connection with this Agreement, the Acquisition Merger and other document filed by it during such period pursuant the Transactions. C. Subject to the requirements terms and conditions of U.S. or Israeli federal or state securities laws and (b) all other information concerning its businessthe Confidentiality Letter, properties and personnel as the Parent and the Company may reasonably request (including disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or that is required by Applicable Law to be disclosed. In the Company’s outside accountants work papers). No review or information obtained event that this Agreement is terminated in accordance with its terms, the Parent and the Company shall each promptly redeliver all non-public written material provided pursuant to this Section 5.6(b) or any other provision of this Agreement or otherwise in connection with the Acquisition Merger and the Transactions and shall limit the Parent’s not retain any copies, extracts or Merger Sub’s reliance on other reproductions in whole or the enforceability in part of such written material other than one copy thereof which shall be delivered to independent counsel for such party. D. No investigation pursuant to this Section 6.1 shall affect any representation or warranty made in this Agreement of any Party hereto or any condition to the obligations of the Parties hereto; provided, however, that Parent and the Merger Subsidiary acknowledge and agree that the representations and warranties of the Company in Section 3.20 are subject to the information concerning the premises leased by the Company hereinin Santa Ana, California, contained in the Dames & Moore Report.

Confidentiality; Access to Information. (a) The parties acknowledge that the Company and Parent and the Company have previously executed a Mutual Non-Disclosure the Confidentiality Agreement. Unless otherwise required by law or regulation (including Nasdaq rules) or pursuant to the terms and provisions of the Confidentiality Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), parties will hold any information which Confidentiality Agreement will continue is non-public in full force and effect confidence in accordance with its the terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoingConfidentiality Agreement and, in the event this Agreement is terminated for any reason, the Parent, Merger Sub and parties shall promptly return or destroy such information in accordance with the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the TransactionsConfidentiality Agreement. (b) Upon reasonable noticeThe Company will, except subject to any limitations imposed by applicable law, afford Parent and its officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by any of the foregoing) (such persons, collectively, the “Representatives”) (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours to the properties, books, analysis, projections, plans, systems, contracts, commitments, records, personnel offices and other facilities of the Company and its subsidiaries during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (business, including the status of product development efforts, properties, results of operations and personnel of the Company and (ii) use all reasonable efforts (provided that the to make available at all reasonable times during normal business hours to Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with Representatives, the business or operations appropriate individuals (including management, personnel, attorneys, accountants and other professionals) for discussion of the Company)’s business, properties, prospects and during personnel as Parent may reasonably request. During such period, the Company shall, shall (and shall cause each of its Subsidiaries subsidiaries to), subject to any limitations imposed by applicable law, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company’s outside accountants work papers)request. No review information or information knowledge obtained by Parent in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 5.3 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made by of the Company hereincontained herein or the conditions to the obligation of the Company to consummate the Merger.

Confidentiality; Access to Information. (a) The parties acknowledge that the Company and Parent have previously executed the Confidentiality Agreement. Unless otherwise required by law or regulation (including Nasdaq rules) or pursuant to the terms and provisions of the Confidentiality Agreement, Parent and the Company have previously executed a Mutual NonPurchaser will hold any information which is non-Disclosure Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue public in full force and effect confidence in accordance with its the terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoingConfidentiality Agreement and, in the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to event this Section 5.6 Agreement is terminated for any purpose unrelated to consummation of reason, Parent or the TransactionsPurchaser shall promptly return or destroy such information in accordance with the Confidentiality Agreement. (b) Upon reasonable notice, except (i) as the The Company reasonably determines (after consultation with will afford Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officers, employees, accountants, counsel, financial advisors and other representatives, Representatives reasonable access during normal business hours to the properties, books, analysis, projections, plans, systems, contracts, commitments, records, personnel offices and other facilities of the Company and its subsidiaries during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (business, including the status of product development efforts, properties, results of operations and personnel of the Company and use reasonable best efforts (provided that the to make available at all reasonable times during normal business hours to Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with Representatives, the business or operations appropriate individuals (including management personnel, attorneys, accountants and other professionals) for discussion of the Company)'s business, properties, prospects and during personnel as Parent may reasonably request. During such period, the Company shall, shall (and shall cause each of its Subsidiaries the Company's subsidiaries to), subject to any limitations imposed by law with respect to records of employees, furnish promptly to Parent and the Parent Purchaser (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel as Parent or the Parent Purchaser may reasonably request (including the Company’s outside accountants work papers)request. No review information or information knowledge obtained by Parent in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 6.3 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made by contained herein or the Company hereinconditions to the obligations of the parties to consummate the Merger.

Confidentiality; Access to Information. (a) The parties acknowledge that the Parent information being made available to the Buyers and their Affiliates by any member of the Company have previously executed a Mutual Non-Disclosure Seller Group (or its agents or Representatives) is subject to the terms of the Confidentiality Agreement, dated as the terms of June 28which are incorporated herein by reference. Effective upon, 2007 (and only upon, the “Confidentiality Agreement”)Closing, which the terms of the Confidentiality Agreement will continue terminate solely with respect to information relating to the Business transferred to the Buyers at such Closing; provided that the Buyers acknowledge that any and all other information provided or made available to them or their Representatives concerning any member of the Seller Group or any Affiliate of any member of the Seller Group (in full force each case, other than the Transferred Entities) will remain subject to the terms and effect conditions of the Confidentiality Agreement and all other provisions of the Confidentiality Agreement shall survive in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting after the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the TransactionsClosing. (b) Upon From the date hereof until the Closing Date or earlier termination of this Agreement in accordance with Article VIII, to the extent permitted by Law, the Sellers shall, and shall cause the other members of the Seller Group to, provide the Buyers and their Representatives with such reasonable noticeaccess to the facilities of the Business, except the Business’ principal personnel and the books and records pertaining exclusively to the Business as the Buyers may reasonably request in writing in order to effectuate the Transaction, without charge to the Buyers (but otherwise at Buyers’ expense); provided that (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirementscertain materials subject to confidentiality obligations or attorney-client privilege, or which may not be shared with the other party pursuant to applicable Law, have not been and will not be so delivered or made available to the Buyers or their Representatives, (ii) as neither the Buyers nor any of their Representatives shall conduct any invasive investigation, testing or sampling of any soil, groundwater or other environmental media, (iii) such access will be requested in writing with reasonable advance notice and exercised during normal business hours and without causing unreasonable interference with the operations of the Business and (iv) such access may be limited to the extent the Sellers determine in good faith that such limitation is necessary in light of the actual and anticipated effects of COVID-19 or any COVID-19 Measures, including if providing such access would reasonably be expected to violate or result in a loss or impairment jeopardize the health and safety of any attorney-client employee of the Business. From the date hereof until the Closing Date or work-product privilege (it being understood that earlier termination of this Agreement in accordance with Article VIII, the parties Buyers and their Representatives shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violationcontact any suppliers, loss customers, landlords and other business relations or impairmentemployees of the Business without the Sellers’ prior written consent, which reasonable best efforts shall include entering into one not be unreasonably withheld, delayed or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shallconditioned, and shall cause in each of its Subsidiaries tocase other than (i) contacting suppliers, afford to the Parent and to its officerscustomers, employees, accountants, counsel, financial advisors landlords and other representatives, reasonable access during normal business hours during relations which the period Buyers and their Affiliates had prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company), and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws date hereof and (bii) all other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company’s outside accountants work papers). No review specifically permitted or information obtained pursuant to provided for in this Section 5.6(b) shall limit the Parent’s or Merger Sub’s reliance on or the enforceability of any representation or warranty made by the Company hereinAgreement.

Confidentiality; Access to Information. (a) The parties acknowledge that the Parent and the Company have Any confidentiality agreement or letter of intent previously executed a Mutual Nonby the parties shall be superseded in its entirety by the provisions of this Agreement. Each party agrees to maintain in confidence any non-Disclosure public information received from the other party, and to use such non-public information only for purposes of consummating the transactions contemplated by this Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement . Such confidentiality obligations will continue in full force and effect in accordance with its terms and shall not apply to any (i) information obtained pursuant which was known to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use one party or their respective reasonable best efforts agents prior to receipt from the other party; (ii) information which is or becomes generally known; (iii) information acquired by a party or their respective agents from a third party who was not bound to an obligation of confidentiality; and (iv) disclosure required by law. In the event this Agreement is terminated as provided in Article 8 hereof, each party will return or cause its representatives not to, use information to be returned to the other all documents and other material obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of from the Transactionsother in connection with the Transaction contemplated hereby. (b) Upon reasonable notice, except Access to Information. (i) as the Company reasonably determines (after consultation with Parent Phoenix International will afford PUBCO and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officers, employeesfinancial advisors, accountants, counsel, financial advisors counsel and other representatives, representatives reasonable access during normal business hours hours, upon reasonable notice, to the properties, books, records and personnel of Phoenix International during the period prior to the Effective Time Closing to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (business, including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or efforts, properties, results of operations of the Company), and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel of Phoenix International, as the Parent PUBCO may reasonably request (including the Company’s outside accountants work papers)request. No review information or information knowledge obtained by PUBCO in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 6.8 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made contained herein or the conditions to the obligations of the parties to consummate the Transaction. (ii) PUBCO will afford Phoenix International and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of PUBCO during the period prior to the Closing to obtain all information concerning the business, including the status of product development efforts, properties, results of operations and personnel of PUBCO, as Phoenix International may reasonably request. No information or knowledge obtained by Phoenix International in any investigation pursuant to this Section 6.8 will affect or be deemed to modify any representation or warranty contained herein or the Company hereinconditions to the obligations of the parties to consummate the Transaction.

Confidentiality; Access to Information. (a) The parties acknowledge that the Parent and the Company have Any confidentiality agreement previously executed a Mutual Nonby the parties shall be superseded in its entirety by the provisions of this Agreement. Each party agrees to maintain in confidence any non-Disclosure public information received from the other party, and to use such non-public information only for purposes of consummating the transactions contemplated by this Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement . Such confidentiality obligations will continue in full force and effect in accordance with its terms and shall not apply to any (i) information obtained pursuant which was known to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use one party or their respective reasonable best efforts agents prior to receipt from the other party; (ii) information which is or becomes generally known; (iii) information acquired by a party or their respective agents from a third party who was not bound to an obligation of confidentiality; and (iv) disclosure required by law. In the event this Agreement is terminated as provided in Article VIII hereof, each party will return or cause its representatives not to, use information to be returned to the other all documents and other material obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of from the Transactionsother in connection with the Transaction contemplated hereby. (b) Upon reasonable notice, except Access to Information. (i) as the Company reasonably determines (after consultation with will afford Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officers, employeesfinancial advisors, accountants, counsel, financial advisors counsel and other representatives, representatives reasonable access during normal business hours hours, upon reasonable notice, to the properties, books, records and personnel of Company during the period prior to the Effective Time Closing to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (business, including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or efforts, properties, results of operations of the Company), and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel of Company, as the Parent may reasonably request (including the Company’s outside accountants work papers)request. No review information or information knowledge obtained by Parent in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 5.8 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made contained herein or the conditions to the obligations of the parties to consummate the Transaction. (ii) Parent will afford Company and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of Parent during the period prior to the Closing to obtain all information concerning the business, including the status of product development efforts, properties, results of operations and personnel of Parent, as Company may reasonably request. No information or knowledge obtained by Company in any investigation pursuant to this Section 5.8 will affect or be deemed to modify any representation or warranty contained herein or the Company hereinconditions to the obligations of the parties to consummate the Transaction.

Confidentiality; Access to Information. (a) The parties acknowledge that Except as expressly modified herein, the Parent and the Company have previously executed a Mutual Non-Disclosure Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will shall continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactionsterms. (b) Upon reasonable notice, except (i) as During the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorneyPre-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)Closing Period, the Company shall, shall (and shall cause each of its Subsidiaries to, ) afford to the Parent and to its officers, employees, accountants, counsel, financial advisors and other representativesParent’s Representatives, reasonable access access, upon reasonable notice, during normal business hours during the period prior to the Effective Time and in a manner that does not unreasonably disrupt or interfere with business operations, to all of its properties, books, contracts, commitments, personnel records and records so that other information as the Parent may obtain all information concerning the business as its may reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company)request, and and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to, furnish ) (i) promptly make available to the Parent and its Representatives (aA) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (bB) all other information concerning its business, properties properties, assets, liabilities, financial and personnel operating data and other aspects of the Company as the Parent may reasonably request and (ii) use commercially reasonable efforts to keep the Parent reasonably informed of any material plans or developments affecting the business, including with regard to any proposed agreements or commitments or proposed modifications to agreements or commitments that the Company believes in good faith would reasonably be expected to be material to the assets, business, financial condition or results of operations of the Company and its Subsidiaries, and to the extent reasonably possible allow representatives of the Parent an opportunity to share thoughts for the Company’s outside accountants consideration; provided, however, that the Company shall not be required to permit any inspection or other access, or to disclose any information, (x) except as otherwise provided in this Agreement, in connection with an Acquisition Proposal, Trigger Event, Recommendation Change Notice or Superior Proposal Notice, (y) that would violate any legal requirement or contractual obligation of the Company with respect to confidentiality or privacy, including under any privacy policy (provided, that the Company shall, upon the request of the Parent, use its commercially reasonable efforts to obtain the required consent of any third party to such access or disclosure), or (z) that would result in the loss of attorney-client privilege or the attorney work papersproduct doctrine (provided, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege or the attorney work product doctrine). No review Any such information shall be subject to the Confidentiality Agreement. Prior to the Closing, none of the Parent, US Holdco or information obtained pursuant to the Merger Sub shall (and each shall cause its Affiliates and Representatives not to) contact or communicate with any of the employees, customers, licensors, distributors or suppliers of the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). The provisions of clause (ii) of this Section 5.6(b6.4 are intended to be a good faith obligation of the parties and, as such, any failure to comply shall not be considered in judging satisfaction of the condition to Closing set forth in Section 7.3(b) shall limit the Parent’s or Merger Sub’s reliance on or the enforceability of any representation or warranty made by the Company hereinthis Agreement.

Confidentiality; Access to Information. (a) The parties acknowledge that the Company and Parent and the Company have previously executed a Mutual Non-Disclosure Agreementmutual nondisclosure agreement, dated as of June 28January 11, 2007 2005 (the “"Confidentiality Agreement”"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactionsterms. (b) Upon reasonable notice, except (i) as Each of Company and Parent will afford the Company reasonably determines (after consultation with Parent other and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officers, employees, other's accountants, counsel, financial advisors counsel and other representatives, representatives reasonable access during normal business hours and upon reasonable notice to its properties, books, records and personnel during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the its business as its such other party may reasonably request request, including, without limitation, the monthly financial statements of each party, which shall be delivered to the other party no later than forty (including 40) days after the status conclusion of product development efforts (provided that the Parent and its representatives each calendar month. Any investigation shall conduct any such activities be conducted in such a manner as not to interfere unreasonably minimize the interference with the business operation of each party's business. Neither party shall be required to provide access to or operations to disclose information where such access or disclosure would violate the rights of any customer, would contravene any Applicable law, or would waive any privilege. The parties will use reasonable efforts to obtain waivers of any such restrictions (other than waivers of the Company), attorney-client privilege) and during such period, in any event make appropriate substitute disclosure arrangements under circumstances in which the Company restrictions of the preceding sentence apply. All information furnished by the parties hereto previously in connection with transactions contemplated by this Agreement or pursuant hereto shall be used solely for the purpose of evaluating the Merger contemplated hereby and shall be treated as the sole property of the party delivering the information until consummation of the Merger contemplated hereby and shall, and shall cause each of its Subsidiaries toin all respects, furnish promptly be subject to the Confidentiality Agreement previously entered into between Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company’s outside accountants work papers). No review information or information knowledge obtained in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 4.3 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made contained herein or the conditions to the obligations of the parties to consummate the Merger. (c) No party or its representatives shall contact any of the employees, customers, licensors, licensees or strategic partners of, or other having business dealings with, the other party in connection with the transactions contemplated by this Agreement without the Company hereinprior written authorization of the other party.

Confidentiality; Access to Information. (a) The parties acknowledge terms of that certain Confidentiality Agreement entered into by and between the Parent Company and the Company have previously executed a Mutual Non-Disclosure AgreementPurchaser, dated as of June 28April 15, 2007 2005 (the “"Confidentiality Agreement”), which Confidentiality Agreement will ") are hereby incorporated herein by reference and shall continue in full force and effect in accordance with its terms and shall apply until the Closing Date. If this Agreement is, for any reason, terminated prior to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoingClosing Date, the Parent, Merger Sub Confidentiality Agreement shall continue in full force and the Company shall not, effect. All information and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained materials furnished pursuant to this Section 5.6 for any purpose unrelated Agreement shall be subject to consummation the provisions of the TransactionsConfidentiality Agreement. (b) Upon reasonable noticenotice and subject to applicable laws relating to the confidentiality of information, except (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the advice each of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that WFB and WFS, on the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violationone hand, loss or impairmentand the Purchaser on the other hand, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its their respective Subsidiaries to, afford to the Parent and to its officersRepresentatives of the Purchaser, employeesor Representatives of the Company, accountantsWFB or WFS, counsel, financial advisors and other representativesas the case may be, reasonable access access, during normal business hours during the period prior to the Parent Effective Time Time, to all its their respective properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company)records, and personnel and, during such period, each of the Company Company, WFB and WFS on the one hand, and the Purchaser on the other hand, shall, and shall cause each of its their respective Subsidiaries to, furnish promptly make available to the Parent Purchaser, the Company, WFB or WFS, as applicable, (ai) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. federal securities laws or Israeli federal or state securities banking or insurance laws (other than reports or documents that such party is not permitted to disclose under Applicable Law) and (bii) all other information concerning its business, properties and personnel as the Parent other party may reasonably request (including request. None of the Company’s outside accountants work papers), WFB, WFS or the Purchaser, or any of their respective Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (c) No review or information obtained investigation pursuant to receipt of information or access to property or personnel in accordance with the provisions of this Section 5.6(b) 6.3, the Confidentiality Agreement or otherwise shall limit the Parent’s or Merger Sub’s reliance on or the enforceability of affect any representation or warranty made by in this Agreement of any party hereto or any condition to the Company hereinobligations of the parties hereto or any condition to the Mergers.

Confidentiality; Access to Information. (a) The parties hereto acknowledge and agree that the Company and Parent and the Company have previously executed a Mutual Non-Disclosure Agreement, dated as of June 28August 30, 2007 2011 (the “Confidentiality Non-Disclosure Agreement”), which Confidentiality Non-Disclosure Agreement will continue to be in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b)except as otherwise provided herein. Without limiting the generality Each of the foregoing, the Parent, Merger Sub Parent and the Company shall not, afford the other parties hereto and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactions. (b) Upon reasonable notice, except (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officers, employees, other parties’ accountants, counsel, financial advisors counsel and other representatives, Representatives reasonable access during normal business hours hours, upon reasonable notice, to its properties, books, records and personnel during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the its business as its the other may reasonably request (including request. Each of the status parties hereto shall hold, and shall cause its accountants, counsel and other Representatives to hold, in confidence all documents and information furnished to it by or on behalf of product development efforts another party to this Agreement in connection with the Transactions pursuant to the terms of the Non-Disclosure Agreement. Notwithstanding the foregoing, neither the Company nor Parent shall be required to afford such access if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would be reasonably likely to result in a violation of any agreement to which such party or any of its Subsidiaries is a party (provided that the Parent and Company or Parent, as the case may be, has used its representatives shall conduct any such activities in such a manner as not reasonable best efforts to interfere unreasonably with find an alternative way to provide the business access or operations of the Companyinformation contemplated by this Section 7.4), and during would be reasonably likely to result in a risk of a loss of attorney-client or other similar privilege to such period, the Company shall, and shall cause each party or any of its Subsidiaries to, furnish promptly or would be reasonably likely to the Parent (a) result in a copy violation of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company’s outside accountants work papers)any applicable Law. No review information or information knowledge obtained by a party hereto in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 7.4 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made by contained herein or the Company hereinconditions to the obligations of the parties to consummate the Transactions.

Confidentiality; Access to Information. (a) The parties acknowledge that the Parent and the Company have Any confidentiality agreement or letter of intent previously executed a Mutual Nonby the parties shall be superseded in its entirety by the provisions of this Agreement. Each party agrees to maintain in confidence any non-Disclosure public information received from the other party, and to use such non-public information only for purposes of consummating the transactions contemplated by this Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement . Such confidentiality obligations will continue in full force and effect in accordance with its terms and shall not apply to any (i) information obtained pursuant which was known to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use one party or their respective reasonable best efforts agents prior to receipt from the other party; (ii) information which is or becomes generally known; (iii) information acquired by a party or their respective agents from a third party who was not bound to an obligation of confidentiality; and (iv) disclosure required by law. In the event this Agreement is terminated as provided in Article 8 hereof, each party will return or cause its representatives not to, use information to be returned to the other all documents and other material obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of from the Transactionsother in connection with the Transaction contemplated hereby. (b) Upon reasonable notice, except Access to Information. (i) as the Company reasonably determines (after consultation with Parent DingXu BVI will afford PUBCO and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officers, employeesfinancial advisors, accountants, counsel, financial advisors counsel and other representatives, representatives reasonable access during normal business hours hours, upon reasonable notice, to the properties, books, records and personnel of DingXu BVI during the period prior to the Effective Time Closing to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (business, including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or efforts, properties, results of operations of the Company), and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel of DingXu BVI, as the Parent PUBCO may reasonably request (including the Company’s outside accountants work papers)request. No review information or information knowledge obtained by PUBCO in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 6.8 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made contained herein or the conditions to the obligations of the parties to consummate the Transaction. (ii) PUBCO will afford DingXu BVI and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of PUBCO during the period prior to the Closing to obtain all information concerning the business, including the status of product development efforts, properties, results of operations and personnel of PUBCO, as DingXu BVI may reasonably request. No information or knowledge obtained by DingXu BVI in any investigation pursuant to this Section 6.8 will affect or be deemed to modify any representation or warranty contained herein or the Company hereinconditions to the obligations of the parties to consummate the Transaction.

Confidentiality; Access to Information. (a) The parties acknowledge that the Company and Parent and the Company have previously executed a Mutual Non-Disclosure the Confidentiality Agreement. Unless otherwise required by law or regulation (including Nasdaq rules) or pursuant to the terms and provisions of the Confidentiality Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), parties will hold any information which Confidentiality Agreement will continue is non-public in full force and effect confidence in accordance with its the terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoingConfidentiality Agreement and, in the event this Agreement is terminated for any reason, the Parent, Merger Sub and parties shall promptly return or destroy such information in accordance with the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the TransactionsConfidentiality Agreement. (b) Upon reasonable noticeThe Company will, except subject to any limitations imposed by applicable law, afford Parent and its officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by any of the foregoing) (such persons, collectively, the "REPRESENTATIVES") (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours to the properties, books, analysis, projections, plans, systems, contracts, commitments, records, personnel offices and other facilities of the Company and its subsidiaries during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (business, including the status of product development efforts, properties, results of operations and personnel of the Company and (ii) use all reasonable efforts (provided that the to make available at all reasonable times during normal business hours to Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with Representatives, the business or operations appropriate individuals (including management, personnel, attorneys, accountants and other professionals) for discussion of the Company)'s business, properties, prospects and during personnel as Parent may reasonably request. During such period, the Company shall, shall (and shall cause each of its Subsidiaries subsidiaries to), subject to any limitations imposed by applicable law, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company’s outside accountants work papers)request. No review information or information knowledge obtained by Parent in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 5.3 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made by of the Company hereincontained herein or the conditions to the obligation of the Company to consummate the Merger.

Confidentiality; Access to Information. (a) The parties acknowledge that the Parent WuXi and the Company have previously executed a Mutual Non-Disclosure Agreementletter agreement, dated as of June 2829, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms terms, and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality each of the foregoing, the Parent, Merger Sub WuXi and the Company shall notwill hold, and shall each use will cause their respective reasonable best efforts to cause its representatives not todirectors, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactions. (b) Upon reasonable notice, except (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold, any Confidential Information (as defined in the Confidentiality Agreement) confidential in accordance with the terms thereof. The Company shall (a) afford WuXi and its accountants, counsel, financial advisors and other representativesrepresentatives reasonable access, upon reasonable access during normal business hours notice, to the properties (including for the purpose of performing such environmental tests and due diligence review as WuXi may desire), books, records and personnel of the Company during the period prior to before the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (business, including the status of product development efforts (provided that efforts, properties, financial positions, results of operations and personnel of the Parent Company, as WuXi may reasonably request, subject to prior advance notice and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with be disruptive of the business or operations operation of the Company), and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws ’s business and (b) all furnish the WuXi on a timely basis with such financial and operating data and other information concerning its with respect to the business, operations and properties of the Company and personnel its subsidiaries as the Parent WuXi may from time to time reasonably request (including and which can be reasonably obtained by the Company’s outside accountants work papers)Company without undue hardship or expense. No review information or information knowledge obtained by WuXi in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 5.1 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made by contained herein or the Company hereinconditions to the obligations of the parties to consummate the Transactions.

Confidentiality; Access to Information. (a) The parties acknowledge that the Parent Acquiror and the Company have previously executed a Mutual Nonentered into that certain confidentiality and non-Disclosure Agreementdisclosure agreement, dated as of June 28November 16, 2007 2002, as amended (the “"Confidentiality Agreement”"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b)terminate upon the execution of this Agreement. Without limiting the generality of Notwithstanding the foregoing, the Parent, Merger Sub and parties shall remain liable in accordance with the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation terms of the TransactionsConfidentiality Agreement as if such agreement remained in effect for breaches, if any, thereunder occurring prior to the date hereof. (b) Upon reasonable noticeEach of the Company, except the Operating Subsidiaries and the Acquiror will, and will cause their respective officers, directors, employees, agents and representatives to (i) hold in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all nonpublic information concerning the other party furnished in connection with the transactions contemplated by this Agreement until such time as such information becomes publicly available (otherwise than through the Company reasonably determines (after consultation with Parent wrongful act of such person) and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate not release or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause disclose such information to be provided any other person, except in a manner that does not result in such violationconnection with this Agreement to its auditors, loss or impairmentattorneys, which reasonable best efforts shall include entering into one or more joint defense or community financial advisors, other consultants and advisors. In the event of interest agreements on customary terms if counsels to termination of this Agreement for any reason, the parties reasonably conclude that hereto will promptly return or destroy all documents containing nonpublic information so obtained from any other party hereto and any copies made of such agreements are likely to preserve documents and any summaries, analyses or compilations made therefrom. (c) Between the privilege)date hereof and the Closing Date, the Company shall, and shall cause each of the Operating Subsidiaries will provide the Acquiror and its Subsidiaries to, afford to the Parent and to its officers, employees, accountants, authorized representatives (including counsel, financial advisors and auditors) reasonable access during normal business hours to all employees, offices, warehouses and other facilities and to all books and records of the Company and the Operating Subsidiaries relating to the Assets and the operation of the Stores, will permit the Acquiror to make such inspections as the Acquiror may reasonably require and will cause the Company's officers and those of its Subsidiaries to furnish the Acquiror with such financial and operating data and other information with respect to the business, properties and personnel of the Company and its Subsidiaries relating to the Assets and the Stores as the Acquiror may from time to time reasonably request, provided that no investigation pursuant to this Section 4.5(c) shall affect or be deemed to modify any of the representations or warranties made by the Company or any of the Operating Subsidiaries and each representation and warranty shall survive such investigation. (d) Between the date hereof and the Closing Date, the Company and the Operating Subsidiaries will provide the firms retained by Acquiror to deliver the Solvency Opinion and the Reasonably Equivalent Value Opinion, and each of their respective employees and authorized representatives, reasonable access during normal business hours to all employees, offices, warehouses and other facilities and to all books and records of the Company and each of its Subsidiaries, including the Operating Subsidiaries, and will permit such firms to make such inspections as reasonably required in order to obtain the information necessary to render the Solvency Opinion and the Reasonably Equivalent Value Opinion. The Company will cause its officers and those of its Subsidiaries to furnish such firms with such financial and operating data and other information with respect to the financial condition, business, operations and properties of the Company and its Subsidiaries as such firms may from time to time reasonably request in the course of their investigation. It is expressly understood among the parties that during the period prior course of their engagement and at any time thereafter, the firms retained by Acquiror to deliver the Solvency Opinion and the Reasonably Equivalent Value Opinion will not provide confidential information of the Company or any of its Subsidiaries to the Effective Time Acquiror. Notwithstanding the foregoing, such firms will be permitted to all its properties, books, contracts, commitments, personnel review such aspects of the confidential information as they deem appropriate in their professional judgment and records so that report to the Parent may obtain all information Acquiror concerning the business as its may reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably their satisfaction with the results of such review on rendering the opinions to Acquiror contemplated by Section 4.7 and Section 4.8 without disclosing the content of the confidential information reviewed by them to Acquiror. (e) Between the date hereof and the Closing Date, the Company shall furnish to the Acquiror no later than one (1) business or operations day following delivery thereof to management of the Company), such weekly and during such periodmonthly financial statements and other data (financial, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly operational or otherwise) relating to the Parent (a) a copy operation of each report, schedule, registration statement and other document filed by it during such period pursuant the Stores as are regularly prepared for distribution to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company’s outside accountants work papers). No review or information obtained pursuant to this Section 5.6(b) shall limit the Parent’s or Merger Sub’s reliance on or the enforceability of any representation or warranty made by the Company hereinmanagement.

Confidentiality; Access to Information. (a) The parties acknowledge that the Parent and the Company have previously executed a Mutual Non-Disclosure Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactions. (b) Upon reasonable notice, except (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) ), is required by applicable Legal Requirements, or (ii) as would be reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilegeprivilege (the “Privilege Exception”)), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its 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 its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (including the status of product development efforts and, to the extent available to the Company after reasonable inquiry, summaries of fees and expenses incurred or paid or reasonably expected to be incurred or paid by the Company or its Subsidiaries to legal, accounting and other professional service advisors in connection with the Transactions (including the Restated Financials and the Options Matters)) (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company), and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the Parent (ai) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (bii) all other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company’s outside accountants work papers). (b) Any information obtained by either party pursuant to this Section 5.5 shall be subject to the Confidentiality Agreement dated June 29, 2006, between the Parent and the Company (the “Confidentiality Agreement”). Without limiting the generality of the foregoing, Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.5 for any purpose unrelated to consummation of the Transactions. No review or information obtained pursuant to this Section 5.6(b) 5.5 shall limit the Parent’s or Merger Sub’s reliance on or the enforceability of any representation or warranty made by the Company herein.

Confidentiality; Access to Information. (a) The parties acknowledge that Except as expressly modified herein, the Parent and the Company have previously executed a Mutual Non-Disclosure Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will shall continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality terminate effective as of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the TransactionsEffective Time. (b) Upon reasonable notice, except (i) as During the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorneyPre-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)Closing Period, the Company shall, shall (and shall cause each of its Subsidiaries to, ) afford to the Parent Parent’s Representatives, solely for purposes of furthering the Offer and to its officers, employees, accountants, counsel, financial advisors the Merger and the other representativestransactions contemplated hereby or integration planning relating thereto, reasonable access access, upon reasonable prior written notice, during normal business hours during and in a manner that does not unreasonably disrupt or interfere with business operations (and in all cases subject to any measures implemented by the period prior to the Effective Time Company in connection with COVID-19 or any other pandemic, epidemic or disease outbreak), to all of its properties, books, contracts, commitments, personnel Contracts and records so that as the Parent may obtain all information concerning the business as its may shall reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company)request, and and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to, ) furnish promptly to the Parent (ai) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (bii) all other information concerning its business, properties and personnel assets as the Parent may reasonably request request; provided, however, that the Company shall not be required to permit any inspection or other access, or to disclose any information that in the reasonable judgment of the Company would: (A) result in the disclosure of any trade secrets of any third party, (B) violate any legal requirement or contract or any obligation of the Company with respect to confidentiality or privacy, including under any privacy policy, or (C) jeopardize protections afforded the Company’s outside accountants Company under the attorney-client privilege or the attorney work papersproduct doctrine; provided that the Company shall use reasonable best efforts to provide any such impacted inspection, access or information in a manner that does not result in any of the foregoing. Any such information shall be subject to the Confidentiality Agreement. Prior to the Closing, neither the Parent nor the Purchaser shall (and each shall cause its Affiliates and Representatives not to) contact or communicate with any of the employees, customers or suppliers of the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed). No review or information obtained pursuant Notwithstanding anything to the contrary set forth herein, the provisions of Section 6.1, and not this Section 5.6(b) 6.3(b), shall limit govern the Parent’s or Merger Sub’s reliance on or the enforceability provision of any representation or warranty made by the Company hereininformation in connection with an Acquisition Proposal.

Confidentiality; Access to Information. (a) The parties acknowledge that Except as expressly modified herein, the Parent and the Company have previously executed a Mutual Non-Disclosure Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will shall continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactionsterms. (b) Upon reasonable notice, except (i) as During the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorneyPre-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)Closing Period, the Company shall, shall (and shall cause each of its Subsidiaries to, ) afford to the Parent Parent’s Representatives, solely for purposes of furthering the Offer and to its officers, employees, accountants, counsel, financial advisors the Merger and the other representativestransactions contemplated hereby or integration planning relating thereto, reasonable access access, upon reasonable notice, during normal business hours during and in a manner that does not disrupt or interfere with business operations (and in all cases subject to any measures implemented by the period prior to the Effective Time Company in connection with COVID-19 or any other pandemic, epidemic or disease outbreak), to all of its properties, books, contracts, commitments, personnel Contracts and records so that as the Parent may obtain all information concerning the business as its may shall reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company)request, and and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to, ) furnish promptly to the Parent (ai) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (bii) all other information concerning its business, properties and personnel assets as the Parent may reasonably request request; provided, however, that the Company shall not be required to permit any inspection or other access, or to disclose any information, (A) in connection with an Acquisition Proposal or a Trigger Event or (B) that in the reasonable judgment of the Company would: (1) result in the disclosure of any trade secrets of any third party, (2) violate any Laws or Contract or any obligation of the Company with respect to confidentiality or privacy, including under any privacy policy, or (3) upon advice of the Company’s outside accountants work papers). No review or information obtained pursuant to this Section 5.6(b) shall limit legal counsel, jeopardize protections afforded the Parent’s or Merger Sub’s reliance on Company under the attorney-client privilege or the enforceability attorney work product doctrine. Any such information shall be subject to the Confidentiality Agreement. Prior to the Closing, neither the Parent nor the Purchaser shall (and each shall cause its Affiliates and Representatives not to) contact or communicate with any of any representation the employees, licensors or warranty made by suppliers of the Company hereinor any of its Subsidiaries in connection with the transactions contemplated by this Agreement, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed).

Confidentiality; Access to Information. (a) The parties acknowledge that the Parent Buyer and the Company have previously executed a Mutual Non-Disclosure Agreementan amended and restated confidentiality agreement, dated as of June 28January 23, 2007 2013 (the “Confidentiality Agreement”), which Confidentiality Agreement will shall continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoingterms, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactionsexcept as expressly modified herein. (b) Upon reasonable noticeDuring the Pre-Closing Period, except (i) as each of the Buyer and the Company reasonably determines shall (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, ) afford to the Parent and to its other party’s officers, employees, accountants, counsel, financial advisors counsel and other representatives, reasonable access upon reasonable notice, during normal business hours during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may such party shall reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company)and, and during such period, each of the Buyer and the Company shall, shall (and shall cause each of its their respective Subsidiaries to, ) furnish promptly to the Parent other party (ai) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws (except to the extent available on the SEC’s XXXXX system) and (bii) all other information concerning its business, properties properties, assets and personnel as the Parent other party may reasonably request request; provided, however, that neither the Buyer nor the Company shall be required to permit any inspection or other access, or to disclose any information, (including A) except to the extent required by Section 6.1(c), in connection with an Acquisition Proposal or a Trigger Event (in the case of the Company) or (B) that in the reasonable judgment of such party would: (1) result in the disclosure of any trade secrets of any third party, (2) violate any obligation of such party with respect to confidentiality, (3) jeopardize protections Table of Contents afforded such party under the attorney-client privilege or the attorney work product doctrine, (4) violate any legal requirement or (5) interfere with the conduct of such party’s outside accountants work papers)business. Each of the Buyer and the Company will hold any such information which is nonpublic in confidence in accordance with the Confidentiality Agreement. No review information or information knowledge obtained pursuant to this Section 5.6(b6.4(b) shall limit the Parent’s affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made by contained in this Agreement or the Company hereinconditions to the obligations of the parties to consummate the Merger.

Confidentiality; Access to Information. (a) The parties acknowledge that the Company and Parent and the Company have previously executed a Mutual Nonthe mutual non-Disclosure Agreementdisclosure agreement, dated as of June 28July 17, 2007 2002 (the “Confidentiality Agreement”"CONFIDENTIALITY AGREEMENT"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality each of the foregoing, the Parent, Merger Sub Parent and the Company shall notwill hold, and shall each use their respective reasonable best efforts to will cause its representatives not torespective directors, use information obtained pursuant officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers and financial advisors) to this Section 5.6 for hold, any purpose unrelated to consummation Evaluation Material (as defined in the Confidentiality Agreement) confidential in accordance with the terms of the TransactionsConfidentiality Agreement. Notwithstanding the foregoing or any other confidentiality provision set forth herein, the parties (and each employee, representative, or other agent of the parties) have the right to 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 no party (and no employee, representative, or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment and tax structure of the transaction (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to the extent such disclosure could result in a violation of any United States federal or state securities law. (b) Upon reasonable notice, except (i) as the The Company reasonably determines (after consultation with will afford Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officers, directors, employees, accountantsagents and representatives (including, counselwithout limitation, financial advisors any investment banker, attorney or accountant retained by any of the foregoing) (such persons, collectively, the "REPRESENTATIVES") reasonable access, at reasonable times and other representativesupon reasonable prior notice, reasonable access during normal business hours to the properties, books, analyses, projections, plans, systems, contracts, commitments, records, notices, personnel, offices and facilities of the Company and its Subsidiaries during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (business, including the status of product development efforts, properties, results of operations and personnel of the Company and use all reasonable efforts (provided that the to make available at all reasonable times during normal business hours to Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with Representatives, the business or operations appropriate individuals (including management, personnel, attorneys, accountants and other professionals) for discussion of the Company)'s business, properties, prospects and during personnel as Parent may reasonably request. During such period, the Company shall, shall (and shall cause each of its Subsidiaries to), subject to any limitations imposed by law with respect to records of employees, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel as the Parent may reasonably request request. Notwithstanding the foregoing, the Company may restrict such access to the extent that (including A) any law, treaty, rule or regulation of any Governmental Entity applicable to the Company’s outside accountants work papers)Company or its Subsidiaries may reasonably require the Company or its Subsidiaries to restrict or prohibit access to any such properties, personnel or information, or (B) such access would be in breach of any confidentiality obligation, commitment or provision by which the Company or any of its Subsidiaries is bound or affected, which confidentiality obligation, commitment or provision shall be disclosed to Parent, provided that disclosure of such obligation, commitment or provision would not itself be the breach of an obligation or commitment to a third party. No review information or information knowledge obtained by Parent in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 5.3 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made by of the Company hereincontained herein or the conditions to the obligation of the Company to consummate the Merger.

Confidentiality; Access to Information. (a) The parties acknowledge that the Company and Parent have previously executed the Confidentiality Agreement. Unless otherwise required by law or regulation (including Nasdaq rules) or pursuant to the terms and provisions of the Confidentiality Agreement, Parent and the Company have previously executed a Mutual NonPurchaser will hold any information which is non-Disclosure Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue public in full force and effect confidence in accordance with its the terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoingConfidentiality Agreement and, in the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to event this Section 5.6 Agreement is terminated for any purpose unrelated to consummation of reason, Parent or the TransactionsPurchaser shall promptly return or destroy such information in accordance with the Confidentiality Agreement. (b) Upon reasonable notice, except (i) as the The Company reasonably determines (after consultation with will afford Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officers, employees, accountants, counsel, financial advisors and other representatives, Representatives reasonable access during normal business hours to the properties, books, analysis, projections, plans, systems, contracts, commitments, records, personnel offices and other facilities of the Company and its subsidiaries during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (business, including the status of product development efforts, properties, results of operations and personnel of the Company and use reasonable best efforts (provided that the to make available at all reasonable times during normal business hours to Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with Representatives, the business or operations appropriate individuals (including management personnel, attorneys, accountants and other professionals) for discussion of the Company)’s business, properties, prospects and during personnel as Parent may reasonably request. During such period, the Company shall, shall (and shall cause each of its Subsidiaries the Company’s subsidiaries to), subject to any limitations imposed by law with respect to records of employees, furnish promptly to Parent and the Parent Purchaser (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel as Parent or the Parent Purchaser may reasonably request (including the Company’s outside accountants work papers)request. No review information or information knowledge obtained by Parent in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 6.3 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made by contained herein or the Company hereinconditions to the obligations of the parties to consummate the Merger.

Confidentiality; Access to Information. (a) The parties acknowledge that the Company and Parent have previously executed the Confidentiality Agreement. Unless otherwise required by law or regulation (including Nasdaq or NYSE rules) or pursuant to the terms and provisions of the Confidentiality Agreement or this Agreement, Parent and the Company have previously executed a Mutual NonPurchaser will hold any information which is non-Disclosure Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue public in full force and effect confidence in accordance with its the terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoingConfidentiality Agreement and, in the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to event this Section 5.6 Agreement is terminated for any purpose unrelated to consummation of reason, Parent or the Transactions. (b) Upon reasonable notice, except (i) as Purchaser shall promptly return or destroy such information in accordance with the Confidentiality Agreement. The Company reasonably determines (after consultation with will afford Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officers, employees, accountants, counsel, financial advisors and other representatives, Representatives reasonable access during normal business hours to the properties, books, analysis, projections, plans, systems, contracts, commitments, records, personnel offices and other facilities of the Company and its subsidiaries during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (business, including the status of product development efforts, properties, results of operations and personnel of the Company and use all reasonable efforts (provided that the to make available at all reasonable times during normal business hours to Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with Representatives, the business or operations appropriate individuals (including management personnel, attorneys, accountants and other professionals) for discussion of the Company)'s business, properties, prospects and during personnel as Parent may reasonably request. The Company agrees to provide its consent and to execute suitable confidentiality agreements allowing the Company's third party suppliers, strategic partners and customers to meet with and hold discussions with representatives of Parent. During such period, the Company shall, shall (and shall cause each of its Subsidiaries the Company's subsidiaries to), subject to any limitations imposed by law with respect to records of employees, furnish promptly to Parent and the Parent Purchaser (ai) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (bii) all other information concerning its business, properties and personnel as Parent or the Parent Purchaser may reasonably request (including the Company’s outside accountants work papers)request. No review information or information knowledge obtained by Parent in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 6.1 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made contained herein or the conditions to the obligations of the parties to consummate the Merger. (b) Notwithstanding anything to the contrary contained in this Agreement or the Confidentiality Agreement, the parties (and each employee, representative or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated hereby beginning on the earliest of (i) the date of the public announcement by the Company hereinparties of discussions relating to the Transactions, (ii) the date of public announcement by the parties of the Transactions hereby or (iii) the date of the execution of this Agreement; provided, however, that nothing in this Section 6.1(b) shall permit either party (or any employee, representative or agent thereof) to disclose (i) any information that is not necessary to understand the tax treatment and tax structure of such transactions (including the identity of the parties and any information that could lead another to determine the identity of the parties) or (ii) any other information to the extent that such disclosure could result in a violation of any federal or state securities law.

Confidentiality; Access to Information. (a) 8.1.1 The parties acknowledge that the Parent Seller and the Company Golden Gate Capital Private Equity, Inc. have previously executed a Mutual Non-Disclosure Agreementletter agreement, dated as of June 28August 17, 2007 2009 (the “Confidentiality Agreement”"CONFIDENTIALITY AGREEMENT"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b)until the Closing Date. Without limiting At all times following the generality of the foregoingClosing Date, the Parent, Merger Sub and the Company shall notSeller shall, and shall each use their respective its reasonable best efforts to cause its Affiliates and its and their respective directors, officers, employees, agents and representatives not to, use information obtained pursuant (i) maintain in confidence all non-public, proprietary and confidential information, in any form whatsoever, concerning the Business, the Purchased Assets, the Business Intellectual Property Rights and the Intellectual Property Rights of third parties used in the Business (the "CONFIDENTIAL INFORMATION"); and (ii) not disclose to this Section 5.6 any third party, nor use, whether in whole or in part, any Confidential Information for any purpose unrelated (other than for and as authorized in writing by Buyer). Without derogating from Seller's obligation under Section 8.2 below, the obligation of non-disclosure and non-use imposed on Seller hereunder shall not apply to consummation information that is or becomes generally known to the public through no wrongful act or breach of Seller or any of its Affiliates or such persons. Notwithstanding the Transactions. (b) Upon reasonable noticeforegoing, except (i) as Seller shall not be prohibited from disclosing such Confidential Information to the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is extent required by a court order or applicable Legal Requirementslaw, or (ii) as would reasonably be expected PROVIDED that, in either event, Seller shall use reasonable commercial efforts to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties first give prompt prior written notice to Buyer and shall use reasonable best efforts to cause (and cooperate with Buyer in seeking to) seal, redact or otherwise minimize such disclosure and to protect the confidentiality of any Confidential Information eventually disclosed. The foregoing undertaking shall apply, MUTATIS MUTANDIS, to Parent and Buyer solely with respect to confidential information of Seller that (i) is not Confidential Information or was set forth in the Seller Disclosure Schedule and (ii) was provided to Parent or Buyer prior to the date hereof or will be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels pursuant to this Agreement. 8.1.2 Subject to the parties reasonably conclude that such agreements are likely to preserve the privilege)Confidentiality Agreement and applicable law, the Company shallSeller shall afford, and shall cause each of its Subsidiaries toAffiliates and use reasonable best efforts to cause its and their respective Representatives to afford, afford to the Parent and Buyer and to its their respective officers, employees, accountants, counsel, financial advisors and legal advisers and other representatives, reasonable full and complete access during normal business hours and on reasonable notice during the period prior to the Effective Time Pre-Closing Period to all its properties, books, contracts, commitments, personnel assets, personnel, suppliers, customers and distributors, consultants, attorneys and accountants, records so that the Parent may obtain all and other information concerning the business as its may reasonably request (including Business, the status of product development efforts Purchased Assets and Assumed Liabilities (provided that the Parent and its representatives such access (i) shall conduct any such activities in such a manner as not to unreasonably interfere unreasonably with the business or operations of the Company)Seller, and during such period(ii) shall not cause Seller to disclose any information that would result in the disclosure of trade secrets of third parties, the Company shall, and shall cause each violate any of its Subsidiaries toobligations with respect to confidentiality or invalidate or terminate any legal privilege, in each case in clause (ii) hereof as determined by Seller in its reasonable judgment after receipt of advice from outside legal counsel). During such Pre-Closing Period and subject to the Confidentiality Agreement and applicable law, Seller shall furnish promptly to the Parent Buyer (ai) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws laws, and (bii) all other information concerning its business, properties and personnel the Business as the Parent Buyer may reasonably request (including the Company’s outside accountants work papers). No review or information obtained pursuant to this Section 5.6(b) shall limit the Parent’s or Merger Sub’s reliance on or the enforceability of any representation or warranty made by the Company hereinrequest.

Confidentiality; Access to Information. (a) The parties acknowledge that Except as expressly modified herein, the Parent and the Company have previously executed a Mutual Non-Disclosure Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will shall continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactionsterms. (b) Upon reasonable notice, except (i) as During the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorneyPre-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)Closing Period, the Company shall, shall (and shall cause each of its Subsidiaries to, ) afford to the Parent and to its officers, employees, accountants, counsel, financial advisors and other representativesParent’s Representatives, reasonable access access, upon reasonable notice, during normal business hours during the period prior to the Effective Time and in a manner that does not disrupt or interfere with business operations, to all of its properties, books, contracts, commitments, personnel contracts and records so that as the Parent may obtain all information concerning the business as its may shall reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company)request, and and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to, furnish ) promptly make available to the Parent (ai) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (bii) all other information in the Company’s possession concerning its business, properties and personnel assets as the Parent may reasonably request request; provided, however, that the Company shall not be required to permit any inspection or other access, or to disclose any information, (A) other than as contemplated by Section 6.1, in connection with an Acquisition Proposal, Trigger Event, Recommendation Change Notice or Superior Proposal Notice, (B) that in the reasonable judgment of the Company would: (1) result in the disclosure of any trade secrets of any third party, (2) violate any legal requirement or contract or any obligation of the Company with respect to confidentiality or privacy, including under any privacy policy, or (3) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine, or (C) that the Company in good faith determines, in light of any COVID-19 Responses, that such access would reasonably be expected to jeopardize the health and safety of any employee of the Company or its Subsidiaries; provided, further, that the Company shall use commercially reasonable efforts to provide the information in clauses (A) through (C) to Parent in an alternative manner and limit the information it is otherwise unable to provide. Any such information shall be subject to the Confidentiality Agreement. Prior to the Closing, neither the Parent nor the Merger Sub shall (and each shall cause its Affiliates and Representatives not to) contact or communicate with any of the employees, customers, licensors or suppliers of the Company or any of its Subsidiaries, without the prior written consent of the Company’s outside accountants work papers). No review or information obtained pursuant to this Section 5.6(b) shall limit the Parent’s or Merger Sub’s reliance on or the enforceability of any representation or warranty made by the Company herein.

Confidentiality; Access to Information. (a) The parties acknowledge that Except as expressly modified herein, the Parent and the Company have previously executed a Mutual Non-Disclosure Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will shall continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactionsterms. (b) Upon reasonable noticeDuring the Pre-Closing Period, except (i) as notwithstanding anything in the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels Confidentiality Agreement to the parties reasonably conclude that such agreements are likely to preserve the privilege)contrary, the Company shall, shall (and shall cause each of its Subsidiaries to, ) afford to the Parent and to its officers, employees, accountants, counsel, financial advisors and other representativesthe Parent’s Representatives, reasonable access access, upon reasonable notice, during normal business hours during the period prior to the Effective Time and in a manner that does not unreasonably disrupt or interfere with business operations, to all of its employees (subject to this Section 5.4(b)), properties, books, contracts, commitments, personnel contracts and records so that as the Parent may obtain all information concerning the business as its may shall reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company)request, and and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to, ) furnish promptly to the Parent (ai) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws Laws and (bii) all other information concerning its employees (subject to this Section 5.4(b)), business, properties and personnel assets as the Parent may reasonably request request; provided, however, that the Company shall not be required to permit any inspection or other access, or to disclose any information, (including A) to the extent related to an Acquisition Proposal (except as otherwise required by the terms of this Agreement), (B) if in the Company’s reasonable, good faith discretion, restricting or prohibiting access is advisable in connection with any COVID-19 Measures, or (C) that in the reasonable judgment of the Company (after consultation with outside accountants legal counsel) would: (1) result in the disclosure of any trade secrets of any third party, (2) violate any legal requirement or contract (including confidentiality provisions thereof), or (3) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work papersproduct doctrine (so long as in connection with this clause (C) the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure, to the extent permitted by applicable Law and practicable under the circumstances); provided that any communications by the Parent or its Representatives with employees of the Company or its Subsidiaries shall not require any notice if such communications are with any of the persons set forth on Section 5.4(b) of the Company Disclosure Schedule. No review Any such information shall be subject to the Confidentiality Agreement. Notwithstanding anything in the Confidentiality Agreement to the contrary, during the Pre-Closing Period, neither the Parent nor Merger Sub shall (and each shall cause its Affiliates and Representatives not to) contact or information obtained pursuant communicate with any of the employees (other than the employees set forth in Section 5.4(b) of the Company Disclosure Schedule), licensors, customers or suppliers of the Company or any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed, except that the Company shall have the right to have the Company’s representative present at such meeting), it being understood that (I) the Company will cooperate in good faith with the Parent to arrange for an appropriate response to unsolicited outreach to the Parent or any of its Affiliates or Representatives by such licensors, customers or suppliers (which response shall include, at the Company’s request, a representative of the Company), and (II) this Section 5.4(b) shall not prohibit the Parent or any of its Affiliates or Representatives from contacting such licensors, customers or suppliers in the Ordinary Course of Business if such contacts are unrelated to this Section 5.6(b) shall limit Agreement and the Parent’s or Merger Sub’s reliance on or the enforceability of any representation or warranty made by the Company hereintransactions contemplated hereby.

Confidentiality; Access to Information. (a) The parties acknowledge that the Company and Parent and the Company have previously executed a Mutual Nonthe mutual non-Disclosure Agreementdisclosure agreement, dated as of June 28July 17, 2007 2002 (the “"Confidentiality Agreement”"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality each of the foregoing, the Parent, Merger Sub Parent and the Company shall notwill hold, and shall each use their respective reasonable best efforts to will cause its representatives not torespective directors, use information obtained pursuant officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers and financial advisors) to this Section 5.6 for hold, any purpose unrelated to consummation Evaluation Material (as defined in the Confidentiality Agreement) confidential in accordance with the terms of the TransactionsConfidentiality Agreement. Notwithstanding the foregoing or any other confidentiality provision set forth herein, the parties (and each employee, representative, or other agent of the parties) have the right to 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 no party (and no employee, representative, or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment and tax structure of the transaction (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to the extent such disclosure could result in a violation of any United States federal or state securities law. (b) Upon reasonable notice, except (i) as the The Company reasonably determines (after consultation with will afford Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and to its officers, directors, employees, accountantsagents and representatives (including, counselwithout limitation, financial advisors any investment banker, attorney or accountant retained by any of the foregoing) (such persons, collectively, the "Representatives") reasonable access, at reasonable times and other representativesupon reasonable prior notice, reasonable access during normal business hours to the properties, books, analyses, projections, plans, systems, contracts, commitments, records, notices, personnel, offices and facilities of the Company and its Subsidiaries during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business as its may reasonably request (business, including the status of product development efforts, properties, results of operations and personnel of the Company and use all reasonable efforts (provided that the to make available at all reasonable times during normal business hours to Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with Representatives, the business or operations appropriate individuals (including management, personnel, attorneys, accountants and other professionals) for discussion of the Company)'s business, properties, prospects and during personnel as Parent may reasonably request. During such period, the Company shall, shall (and shall cause each of its Subsidiaries to), subject to any limitations imposed by law with respect to records of employees, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (b) all other information concerning its business, properties and personnel as the Parent may reasonably request request. Notwithstanding the foregoing, the Company may restrict such access to the extent that (including A) any law, treaty, rule or regulation of any Governmental Entity applicable to the Company’s outside accountants work papers)Company or its Subsidiaries may reasonably require the Company or its Subsidiaries to restrict or prohibit access to any such properties, personnel or information, or (B) such access would be in breach of any confidentiality obligation, commitment or provision by which the Company or any of its Subsidiaries is bound or affected, which confidentiality obligation, commitment or provision shall be disclosed to Parent, provided that disclosure of such obligation, commitment or provision would not itself be the breach of an obligation or commitment to a third party. No review information or information knowledge obtained by Parent in any investigation pursuant to this Section 5.6(b) shall limit the Parent’s 5.3 will affect or Merger Sub’s reliance on or the enforceability of be deemed to modify any representation or warranty made by of the Company hereincontained herein or the conditions to the obligation of the Company to consummate the Merger.

Confidentiality; Access to Information. (a) The parties acknowledge that Except as expressly modified herein, the Parent and the Company have previously executed a Mutual Non-Disclosure Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will shall continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactionsterms. (b) Upon reasonable notice, except (i) as During the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorneyPre-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)Acceptance Period, the Company shall, shall (and shall cause each of its Subsidiaries to, ) afford to the Parent Parent’s Representatives, solely for purposes of furthering the Offer and to its officers, employees, accountants, counsel, financial advisors the Merger and the other representativestransactions contemplated hereby or integration planning relating thereto, reasonable access access, upon reasonable prior written notice, during normal business hours during and in a manner that does not disrupt or interfere with business operations (and in all cases subject to any measures implemented by the period prior to the Effective Time Company or any of its Subsidiaries in connection with COVID-19 or any other pandemic, epidemic or disease outbreak), to all of its properties, books, contracts, commitments, personnel contracts and records so that as the Parent may obtain all information concerning the business as its may shall reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company)request, and and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to, furnish ) promptly make available to the Parent (ai) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (bii) all other information in the Company’s possession concerning its business, properties and personnel assets as the Parent may reasonably request request; provided, however, that the Company shall not be required to permit any inspection or other access, or to disclose any information, (A) in connection with an Acquisition Proposal, Determination Notice or Company Board Recommendation Change, (B) that in the reasonable judgment of the Company would: (1) result in the disclosure of any trade secrets of any third party, (2) violate any legal requirement or contract or any obligation of the Company with respect to confidentiality or privacy, including under any privacy policy, (3) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine, or (C) that the Company in good faith determines, in light of any COVID-19 Responses, would reasonably be expected to jeopardize the health and safety of any employee of the Company or its Subsidiaries. Any such information shall be subject to the Confidentiality Agreement. Prior to the Closing, neither the Parent nor the Purchaser shall (and each shall cause its Affiliates and Representatives not to) contact or communicate with any of the employees, customers, licensors or suppliers of the Company or any of its Subsidiaries, without the prior written consent of the Company’s outside accountants work papers), except for communications that do not relate to the Company or the transactions contemplated by this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. No review or information obtained pursuant Notwithstanding anything to the contrary set forth herein, the provisions of Section 6.1, and not this Section 5.6(b) 6.3(b), shall limit govern the Parent’s or Merger Sub’s reliance on or the enforceability provision of any representation or warranty made by the Company hereininformation in connection with an Acquisition Proposal.

Confidentiality; Access to Information. (a) The parties acknowledge that Except as expressly modified herein, the Parent and the Company have previously executed a Mutual Non-Disclosure Agreement, dated as of June 28, 2007 (the “Confidentiality Agreement”), which Confidentiality Agreement will shall continue in full force and effect in accordance with its terms and shall apply to any information obtained pursuant to Section 5.6(b). Without limiting the generality of the foregoing, the Parent, Merger Sub and the Company shall not, and shall each use their respective reasonable best efforts to cause its representatives not to, use information obtained pursuant to this Section 5.6 for any purpose unrelated to consummation of the Transactionsterms. (b) Upon reasonable notice, except (i) as During the Company reasonably determines (after consultation with Parent and receiving and considering the advice of the Company’s outside legal counsel) is required by applicable Legal Requirements, or (ii) as would reasonably be expected to violate or result in a loss or impairment of any attorneyPre-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)Closing Period, the Company shall, shall (and shall cause each of its Subsidiaries to, ) afford to the Parent and to its officers, employees, accountants, counsel, financial advisors and other representativesParent’s Representatives, reasonable access access, upon reasonable notice, during normal business hours during the period prior to the Effective Time and in a manner that does not unreasonably disrupt or interfere with business operations, to all of its properties, books, contracts, commitments, personnel records and records so that the other information as Parent may obtain all information concerning the business as its may reasonably request (including the status of product development efforts (provided that the Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company)request, and and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to, furnish ) (i) promptly make available to the Parent and its Representatives (aA) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (bB) all other information concerning its business, properties properties, assets, liabilities, financial and personnel operating data and other aspects of the Company as the Parent may reasonably request and (ii) use commercially reasonable efforts to keep Parent reasonably informed of any material plans or developments affecting the business, including with regard to any proposed agreements or commitments or proposed modifications to agreements or commitments that the Company believes in good faith would reasonably be expected to be material to the assets, business, financial condition or results of operations of the Company and its Subsidiaries, and to the extent reasonably possible allow representatives of Parent an opportunity to share thoughts for the Company’s outside accountants consideration; provided, however, that the Company shall not be required to permit any inspection or other access, or to disclose any information, (x) except as otherwise provided in this Agreement, in connection with an Acquisition Proposal, Trigger Event or Company Board Recommendation Change, (y) that would violate any legal requirement or contractual obligation of the Company with respect to confidentiality or privacy, including under any privacy policy (provided, that the Company shall, upon the request of Parent, use its commercially reasonable efforts to obtain the required consent of any third party to such access or disclosure) and information that the Company reasonably deems to be competitively sensitive information or the provision of which could reasonably be expected to be materially damaging to the Company’s or its Subsidiaries’ relationships with their customers or employees, or (z) that would result in the loss of attorney-client privilege or the attorney work papersproduct doctrine (provided, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege or the attorney work product doctrine). No review Any such information shall be subject to the Confidentiality Agreement. Prior to the Closing, none of Parent, US Holdco or information obtained pursuant to Merger Sub shall (and each shall cause its Affiliates and Representatives not to) contact or communicate with any of the employees, customers, licensors, distributors or suppliers of the Company or any of its Subsidiaries in connection with the Transactions without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). The parties hereto agree that clause (ii) of this Section 5.6(b6.3(b) shall limit the Parent’s or Merger Sub’s reliance on or the enforceability is intended to be a good faith obligation of any representation or warranty made by the Company hereinand, as such, any failure to comply therewith shall not be considered in judging satisfaction of the conditions to Closing set forth in Section 7.3(b) of this Agreement.