Common use of Confidentiality and Announcement Clause in Contracts

Confidentiality and Announcement. 13.1 Each of the Parties undertakes to keep confidential and at all times shall not disclose publicly or to any third party the Confidential Information, the substance of negotiations between the Parties relating to this Agreement, and shall not directly or indirectly make use of, copy in any form or reproduce on any medium, or disclose publicly or to any third party any Confidential Information, except and to the extent that the disclosure: (a) is required by any Applicable Laws, provided that such Party shall (unless prohibited by any Applicable Law) promptly give to the other Parties such notice of such disclosure and shall co-operate with the other Parties, having due regard to the other Parties’ views, and take such steps as the other Parties may reasonably require in order to enable it to mitigate the effects of such disclosure; (b) is required for the purpose of any judicial proceeding arising out of this Agreement; (c) is made by the Group Companies, their shareholders and their representatives to the Group Companies’ employees and other approved third party advisors or consultants (“Representatives”) on a need-to-know basis for the purpose of executing and performing this Agreement and on terms that all Representatives receiving Confidential Information agree to comply with the provisions of this Clause 13.1 as if they were a party to this Agreement; (d) is of information that is or becomes publicly available (other than by breach of this Agreement); (e) is made after the Party whose information is to be disclosed has given prior written approval for the disclosure; or (f) is of information that is independently developed by the recipient or is lawfully in his possession prior to the disclosure to him of the information. 13.2 The Parties’ confidentiality obligations under Clause 13.1 shall survive for a period of two (2) years from the date all of the Investors cease to own any Shares in the Company. 13.3 No public announcement or publication in respect of this Agreement or any transactions contemplated under this Agreement shall be made without prior written consent from the other Parties, save that for any announcements or publications required by any Applicable Laws may be made with notice (whether before or after the announcement or publication is made) to the other Parties, with a reasonable opportunity to comment on such announcement or publication. For the avoidance of doubt, any announcement or publication includes the timing and contents of such announcements and/or publications. 13.4 Clause 13.1 shall not prohibit disclosure of any information by the Parties for the purpose of effecting a sale of shares, if such disclosure is made to a third party who had entered into bona fide discussions with the relevant Party to purchase its shares, or to the Representatives of such third party, and provided that the third party and its Representatives agree to keep such information confidential on terms which are reasonable for the protection of the interests of the Parties by the execution of confidentiality agreements. 13.5 Clause 13.1 shall not prohibit disclosure of any information by the Parties for the purpose of inviting potential investors to participate in this financing round on the same or similar terms as found in this Agreement, or in any preceding term sheet, if such disclosure is made to a third party who had entered into bona fide discussions with the relevant Party to subscribe for ordinary shares, or to the Representatives of such third party, and provided that the third party and its Representatives agree to keep such information confidential on terms which are reasonable for the protection of the interests of the Parties by the execution of confidentiality agreements. 13.6 All Confidential Information shall remain the property of the Party disclosing such information. No rights, including but not limited to, intellectual property rights, in respect of the Confidential Information are granted to the other Party. Upon termination of this Agreement, the Party receiving Confidential Information shall return or destroy such Confidential Information, together with copies thereof. Where Confidential Information is in physical form, destruction shall mean the shredding of documents; where Confidential Information is in digital form, destruction shall mean the permanent deletion of digital copies. 13.7 The Parties agree that damages alone would not be an adequate remedy for any breach of this Agreement by the Receiving Party, as it would cause irreparable injury to the Company. In addition to all other rights and remedies available to the Company at law or in equity, the Company shall be entitled to an injunction to restrain any act in breach of this Agreement and to specific performance of any act required to perform this Agreement.

Confidentiality and Announcement. 13.1 (a) Each party shall keep confidential any non-public material or information with respect to the negotiation, existence and terms and conditions of this Agreement and the business and other aspects of the Parties undertakes other party which it is aware of or has access to keep confidential in signing and at all times performing this Agreement (including written or non-written information, hereinafter the “Confidential Information”). Confidential Information shall not include any information that is (a) previously known on a non-confidential basis by the receiving party, (b) in the public domain through no fault of such receiving party, its Affiliates or its or its Affiliates’ officers, directors or employees, (c) received from a party other than the Company or the Company’s representatives or agents, so long as such party was not, to the knowledge of the receiving party, subject to a duty of confidentiality to the Company or (d) developed independently by the receiving party without reference to confidential information of the disclosing party. No party shall disclose publicly or such Confidential Information to any third party. Either party may use the Confidential Information, Information only for the substance of negotiations between the Parties relating to this Agreement, and shall not directly or indirectly make use purpose of, copy in any form or reproduce on any medium, or disclose publicly or to any third party any Confidential Information, except and to the extent that the disclosure: (a) is required by any Applicable Laws, provided that such Party shall (unless prohibited by any Applicable Law) promptly give to the other Parties such notice of such disclosure necessary for performing this Agreement; and shall co-operate with the not use such Confidential Information for any other Parties, having due regard to the other Parties’ views, and take such steps as the other Parties may reasonably require in order to enable it to mitigate the effects of such disclosure;purposes. (b) Notwithstanding any other provisions in this Section 7.11, if any party believes in good faith that any announcement or notice must be prepared or published pursuant to applicable laws (including filings required to be made by the Company with the SEC, including, without limitation, the proxy statement to be filed by the Company in connection with the Business Combination and any Current Reports on Form 8-K disclosing the transactions contemplated by this Agreement, as well as any rules or regulations of any securities exchange or valid legal process) or information is otherwise required to be disclosed to any Governmental Authority, such party may, in accordance with its understanding of the applicable laws, make the required disclosure in the manner it deems in compliance with the requirements of applicable laws; provided that, the party who is required for to make such disclosure shall, to the purpose extent permitted by law and so far as it is practicable, provide the other party with prompt notice of such requirement and cooperate with the other party at such other party’s request and at the requesting party’s cost, if applicable, to enable such other party to seek an appropriate protection order or remedy. In addition, each party may disclose, after giving prior notice to the other party to the extent practicable under the circumstances and subject to any practicable arrangements to protect confidentiality, Confidential Information to the extent required under judicial or regulatory process or in connection with any judicial process regarding any legal action, suit or proceeding arising out of or relating to this Agreement;Agreement or the transaction contemplated hereunder, provided that, the party who is required to make such disclosure shall, to the extent permitted by law and so far as it is practicable, at the other party’s request and at the requesting party’s cost, cooperate with the other party to enable the other party to seek an appropriate protection order or remedy. (c) is made by the Group Companies, their shareholders and their representatives Notwithstanding anything to the Group Companiescontrary provided in Section 7.11, each party may disclose the Confidential Information only to its Affiliates and its and its Affiliates’ employees officers, directors, employees, agents and other approved third party advisors or consultants (“Representatives”) representatives on a need-to-know basis for in the purpose performance of executing and performing this Agreement and on terms that all Representatives receiving Confidential Information agree to comply with the provisions of this Clause 13.1 as if they were a transaction contemplated hereunder; provided that, such party to this Agreement;shall ensure such persons strictly abide by the confidentiality obligations hereunder. (d) is Without the prior written consent of information the Subscriber, and whether or not the Subscriber then holds any security in the Company, the Company shall, and shall cause its Affiliates not to, (i) use in advertising, publicity or announcements the name of the Subscriber or any Affiliate of the Subscriber, either alone or in combination with any company name, trade name, trademark, service xxxx, domain name, device, design, symbol or any abbreviation, contraction or simulation thereof owned by the Subscriber or any of its Affiliates, or (ii) represent, directly or indirectly, that is any product or becomes publicly available (other than services provided by breach the Company or any of this Agreement);its Affiliates has been approved or endorsed by the Subscriber or any of its Affiliates. (e) is made after the Party whose information is to be disclosed has given prior written approval for the disclosure; or (f) is of information that is independently developed by the recipient or is lawfully in his possession prior to the disclosure to him of the information. 13.2 The Parties’ confidentiality obligations under Clause 13.1 of each party hereunder shall survive for a period of two (2) years from the date all of the Investors cease to own any Shares in the Company. 13.3 No public announcement or publication in respect of this Agreement or any transactions contemplated under this Agreement shall be made without prior written consent from the other Parties, save that for any announcements or publications required by any Applicable Laws may be made with notice (whether before or after the announcement or publication is made) to the other Parties, with a reasonable opportunity to comment on such announcement or publication. For the avoidance of doubt, any announcement or publication includes the timing and contents of such announcements and/or publications. 13.4 Clause 13.1 shall not prohibit disclosure of any information by the Parties for the purpose of effecting a sale of shares, if such disclosure is made to a third party who had entered into bona fide discussions with the relevant Party to purchase its shares, or to the Representatives of such third party, and provided that the third party and its Representatives agree to keep such information confidential on terms which are reasonable for the protection of the interests of the Parties by the execution of confidentiality agreements. 13.5 Clause 13.1 shall not prohibit disclosure of any information by the Parties for the purpose of inviting potential investors to participate in this financing round on the same or similar terms as found in this Agreement, or in any preceding term sheet, if such disclosure is made to a third party who had entered into bona fide discussions with the relevant Party to subscribe for ordinary shares, or to the Representatives of such third party, and provided that the third party and its Representatives agree to keep such information confidential on terms which are reasonable for the protection of the interests of the Parties by the execution of confidentiality agreements. 13.6 All Confidential Information shall remain the property of the Party disclosing such information. No rights, including but not limited to, intellectual property rights, in respect of the Confidential Information are granted to the other Party. Upon termination of this Agreement, . Each party shall continue to abide by the Party receiving Confidential Information shall return confidentiality clause hereof and perform the obligation of confidentiality it undertakes until the other party approves release of that obligation or destroy such Confidential Information, together with copies thereof. Where Confidential Information is in physical form, destruction shall mean the shredding of documents; where Confidential Information is in digital form, destruction shall mean the permanent deletion of digital copies. 13.7 The Parties agree that damages alone would not be an adequate remedy for any until a breach of this Agreement by the Receiving Party, as it would cause irreparable injury confidentiality clause hereof will no longer result in any prejudice to the Company. In addition to all other rights and remedies available to the Company at law or in equity, the Company shall be entitled to an injunction to restrain any act in breach of this Agreement and to specific performance of any act required to perform this Agreementparty.

Confidentiality and Announcement. 13.1 Each 7.1 Save for the Announcement, the Offer Document and any ancillary documents, no public announcement or communication of any kind shall be made in respect of the subject matter of this Agreement unless specifically agreed between the Parties or an announcement is required under the Applicable Law. Where any of the Parties undertakes to keep confidential and at all times shall not disclose publicly or to any third party the Confidential Information, the substance of negotiations between the Parties relating to this Agreement, and shall not directly or indirectly make use of, copy in any form or reproduce on any medium, or disclose publicly or to any third party any Confidential Information, except and to the extent that the disclosure: (a) is required by any Applicable LawsLaw to make any press or other announcement not relating to this Agreement before the close of the Offer, provided that such the relevant Party shall (unless prohibited by any Applicable Law) promptly give obtain the consent of the other Parties regarding the terms of such announcement prior to its release. 7.2 Without prejudice to Clause 7.1, each Party undertakes to the other Parties such notice of such disclosure that it shall treat as strictly confidential, and shall co-operate with procure that its directors, officers and employees treat as strictly confidential, all information (whether oral, graphic, written or in electronic form) which it receives or obtains as a result of entering into or performing this Agreement (the “Confidential Information”), including, without limitation: (i) information relating to the business, assets, financial or other affairs of any Group Company or any of the other Parties, having due regard ; (ii) information relating to the provisions and subject matter of this Agreement and the other Parties’ viewsdocuments in connection thereof; (iii) information relating to the existence of this Agreement and its purpose; and (iv) information relating to the negotiations leading up to this Agreement, including any information relating to or in respect of any negotiations and take communications between the Parties after the date of this Agreement. 7.3 The restrictions contained in Clause 7.2 shall not apply so as to prohibit disclosure or use of any information if and to the extent: (i) the disclosure or use is required by any Applicable Law or by any Authority to which the Parties are subject; (ii) the disclosure is made by a Party to its directors, officers, employees and advisers for purposes relating to this Agreement or the transactions contemplated under this Agreement on terms that they agree to keep such steps as information confidential; (iii) the information becomes publicly available (other than by a breach of this Clause 7); (iv) the other Parties may reasonably require in order have given prior written consent to enable it to mitigate the effects of such disclosure;disclosure or use; or (bv) the disclosure or use is required for the purpose of any judicial proceeding or arbitral proceedings arising out of this Agreement; (c) is made by the Group Companies, their shareholders and their representatives to the Group Companies’ employees and other approved third party advisors or consultants (“Representatives”) on a need-to-know basis for the purpose of executing and performing this Agreement and on terms that all Representatives receiving Confidential Information agree to comply with the provisions of this Clause 13.1 as if they were a party to this Agreement; (d) is of information that is or becomes publicly available (other than by breach of this Agreement); (e) is made after the Party whose information is to be disclosed has given prior written approval for the disclosure; or (f) is of information that is independently developed by the recipient or is lawfully in his possession prior to the disclosure to him of the information. 13.2 The Parties’ confidentiality obligations under Clause 13.1 shall survive for a period of two (2) years from the date all of the Investors cease to own any Shares in the Company. 13.3 No public announcement or publication in respect of this Agreement or any transactions contemplated under this Agreement shall be made without prior written consent from the other Parties, save that for any announcements or publications required by any Applicable Laws may be made with notice (whether before or after the announcement or publication is made) to the other Parties, with a reasonable opportunity to comment on such announcement or publication. For the avoidance of doubt, any announcement or publication includes the timing and contents of such announcements and/or publications. 13.4 Clause 13.1 shall not prohibit disclosure of any information by the Parties for the purpose of effecting a sale of shares, if such disclosure is made to a third party who had entered into bona fide discussions with the relevant Party to purchase its shares, or to the Representatives of such third party, and provided that the third party and its Representatives agree to keep such information confidential on terms which are reasonable for the protection of the interests of the Parties by the execution of confidentiality agreements. 13.5 Clause 13.1 shall not prohibit disclosure of any information by the Parties for the purpose of inviting potential investors to participate in this financing round on the same or similar terms as found in this Agreementof, or in any preceding term sheetconnection with, if such disclosure is made to a third party who had entered into bona fide discussions with the relevant Party to subscribe for ordinary shares, or to the Representatives of such third party, and provided that the third party and its Representatives agree to keep such information confidential on terms which are reasonable for the protection of the interests of the Parties by the execution of confidentiality agreements. 13.6 All Confidential Information shall remain the property of the Party disclosing such information. No rights, including but not limited to, intellectual property rights, in respect of the Confidential Information are granted to the other Party. Upon termination of this Agreement, the Party receiving Confidential Information shall return or destroy such Confidential Information, together with copies thereof. Where Confidential Information is in physical form, destruction shall mean the shredding of documents; where Confidential Information is in digital form, destruction shall mean the permanent deletion of digital copies. 13.7 The Parties agree that damages alone would not be an adequate remedy for any breach of this Agreement by the Receiving Party, as it would cause irreparable injury to the Company. In addition to all other rights and remedies available to the Company at law or in equity, the Company shall be entitled to an injunction to restrain any act in breach of this Agreement and to specific performance of any act required to perform this Agreement.

Confidentiality and Announcement. 13.1 (a) Each Party shall, and shall procure that its Affiliates will, keep strictly confidential and not disclose, whether publicly or privately, to any Person, in whole or in part, orally, in writing or by electronic or other means, from the Signing Date until the fifth anniversary of the Parties undertakes Signing Date, any and all information (whether available orally, in writing or in electronic format) (i) received or obtained in connection with the negotiation and execution of this Agreement and the consummation of the transactions thereby contemplated which relates to keep confidential and at all times shall not disclose publicly the other Party or to any third party the Confidential Informationits Affiliates, the substance provisions or the subject matter of this Agreement or any document referred to herein and any claim or potential claim hereunder or the negotiations between the Parties relating to this AgreementAgreement or any documents referred to herein, this Agreements or its contents, and (ii) in relation to the Target Group, its business and affaires. (b) The Parties shall procure that in relation to any press release or public announcement in respect of this Agreement or the transactions thereby contemplated: (i) in case of an announcement on the date hereof, a draft of such announcement is provided to the other Party prior to the date hereof and the Parties coordinate in relation to the release of such announcement; and (ii) in the case of an announcement after the date hereof, that announcement does not directly contain any details of the terms of this Agreement or indirectly make use of, copy the transactions thereby contemplated that are not already in the public domain (otherwise than through a breach of this Section 10.8 (Confidentiality and Announcement)). (c) Nothing in this Section 10.8 (Confidentiality and Announcement) shall prevent any form Party or reproduce on its Affiliates from making an announcement or from disclosing any medium, or disclose information (publicly or to any third party any Confidential Information, except privately) if and to the extent that the disclosurethat: (ai) such Party is required to make such announcement or disclosure by Applicable Law, any Applicable Laws, provided that court of competent jurisdiction or any competent Governmental Authority or the rules of any stock exchange to which such Party or any of its Affiliates is subject (including the SIX, the United States Securities and Exchange Commission (SEC) and NASDAQ); provided that, if a Party is so required to make any announcement or disclosure other than to a Tax authority, the relevant Party shall (unless prohibited by any Applicable Law) promptly give to notify the other Parties such notice of such Party, where practicable and lawful to do so, before the announcement or disclosure is made and shall shall, where practicable and lawful to do so, co-operate with the other PartiesParty regarding the timing and content of such announcement or disclosure or any action which the other Party may reasonably elect to take to challenge the validity of such requirement; (ii) to a Tax authority in connection with the Tax affairs of any member of the Seller Group or any member of the Buyer Group; (iii) such disclosure or announcement is required or advisable to be made by the Buyer, having due regard the executing banks or any of their advisers in connection with the Rights Issue or the Capital Increase, provided that where such disclosure includes information relating to the other Parties’ viewsSeller, the Seller Group or the Target Group, the Buyer shall promptly and in any case sufficiently in advance to enable the Seller to conduct a detailed analysis and to provide comments on the information relating to the Seller Group, notify the Seller of any such planned disclosure and provide the Seller with copies of the respective draft documents, and take the Seller shall have the right to review and approve the wording of the information relating to the Seller Group that the Buyer intends to include in the disclosure, prior to such steps disclosure being made; (iv) in connection with, or in any offering or other document relating to, any transaction permitted under Section 5.2 (Conduct of Business), provided that where such disclosure is to be made by the Seller or a member of the Seller Group and includes information relating to the Buyer, the Seller shall promptly and in any case sufficiently in advance to enable the Buyer to conduct a detailed analysis and to provide comments on the information relating to the Buyer Group, notify the Buyer of any such planned disclosure and provide the Seller with copies of the respective draft documents, and the Buyer shall have the right to review and approve the wording of the information relating to the Buyer Group that the Seller intends to include in the disclosure, prior to such disclosure being made; (v) the information disclosed was lawfully in the possession of the disclosing party or any of its representatives (in either case as evidenced by written records) without any obligation of secrecy before its being received or held; (vi) to any existing or new provider of debt finance (including, for the avoidance of doubt, existing bondholders) of the Buyer and its Affiliates or the Target Group and their advisers who are bound by obligations of confidentiality; (vii) to any purchaser or prospective purchaser (in the reasonable opinion of the disclosing party) (the "Prospective Purchaser") of all or the majority of the Seller, the Guarantor or the Buyer, provided that where such disclosure is to be made by a Party, such Party shall limit the amount of information regarding the respective other Parties may reasonably require Party and its Affiliates that is disclosed to the Prospective Purchaser to what the Prospective Purchaser strictly needs to know in order to enable it evaluate such purchase and shall ensure that the Prospective Purchaser is bound by obligations of confidentiality; (viii) the other Party has provided prior written consent to mitigate the effects of such announcement or disclosure; (bix) such announcement or disclosure is required to enable such Party to enforce its rights under this Agreement or for the purpose of any judicial proceeding arising out of this Agreementproceedings; (cx) the information is made disclosed on a strictly confidential basis by a Person to its professional advisers, auditors, bankers, rating agencies or insurers; or (xi) the information is in or comes into the public domain other than by reason of a breach of any obligation in this Section 10.8 (Confidentiality and Announcement) by the Group Companies, their shareholders and their representatives Party seeking to the Group Companies’ employees and other approved third party advisors or consultants (“Representatives”) rely on a need-to-know basis for the purpose of executing and performing this Agreement and on terms that all Representatives receiving Confidential Information agree to comply with the provisions of this Clause 13.1 as if they were a party to this Agreement;Section. (d) In the event this Agreement is terminated, each of Seller and Buyer may request the respective other Party to, and to procure that its Affiliates and their respective representatives will, promptly (and in no event later than 10 (ten) Business Days after such request) return or destroy all copies of documents and information furnished by the other Party (or, in the case of Buyer, by any Target Group Company) in connection with the transactions contemplated by this Agreement, except for (i) one (1) copy that may be retained by the relevant Party and by each adviser to each Party hereto for the files which they are required to keep by Applicable Law or in their capacity as professional advisers, (ii) copies of any computer records or files containing such information which have been created as a result of archiving or back-up procedures for legal, regulatory or internal compliance or governance purposes, or (iii) to the extent that the information is contained in the minutes or becomes publicly available supporting papers relating to any board or committee meeting of the relevant Party and which, in any case of subparagraphs (other than by breach i), (ii) and (iii), shall be kept strictly confidential on the terms of this Agreement);. (e) is made after the Party whose information is to be disclosed has given prior written approval for the disclosure; or (f) is of information that is independently developed by the recipient or is lawfully Notwithstanding anything in his possession prior this Agreement to the disclosure to him of the information. 13.2 The Parties’ confidentiality obligations under Clause 13.1 shall survive for a period of two (2) years from the date all of the Investors cease to own contrary, any Shares in the Company. 13.3 No public announcement or publication in respect of this Agreement or any transactions contemplated under this Agreement Competitively Sensitive Information shall be made without prior written consent from the other Parties, save that for any announcements or publications required by any Applicable Laws may be made with notice (whether before or after the announcement or publication is made) to the other Parties, with a reasonable opportunity to comment on such announcement or publication. For the avoidance of doubt, any announcement or publication includes the timing and contents of such announcements and/or publications. 13.4 Clause 13.1 shall not prohibit disclosure of any information by shared between the Parties for the purpose of effecting a sale of shares, if such disclosure is made to a third party who had entered into bona fide discussions only in accordance with the relevant Party to purchase its shares, or to the Representatives of such third party, CTA and provided that the third party and its Representatives agree to keep such information confidential on terms which are reasonable for the protection of the interests of any Regulatory Clean Team Only Information shall be shared between the Parties by the execution of confidentiality agreements. 13.5 Clause 13.1 shall not prohibit disclosure of any information by the Parties for the purpose of inviting potential investors to participate only in this financing round on the same or similar terms as found in this Agreement, or in any preceding term sheet, if such disclosure is made to a third party who had entered into bona fide discussions accordance with the relevant Party to subscribe for ordinary shares, or to the Representatives of such third party, and provided that the third party and its Representatives agree to keep such information confidential on terms which are reasonable for the protection of the interests of the Parties by the execution of confidentiality agreementsRCTA. 13.6 All Confidential Information shall remain the property of the Party disclosing such information. No rights, including but not limited to, intellectual property rights, in respect of the Confidential Information are granted to the other Party. Upon termination of this Agreement, the Party receiving Confidential Information shall return or destroy such Confidential Information, together with copies thereof. Where Confidential Information is in physical form, destruction shall mean the shredding of documents; where Confidential Information is in digital form, destruction shall mean the permanent deletion of digital copies. 13.7 The Parties agree that damages alone would not be an adequate remedy for any breach of this Agreement by the Receiving Party, as it would cause irreparable injury to the Company. In addition to all other rights and remedies available to the Company at law or in equity, the Company shall be entitled to an injunction to restrain any act in breach of this Agreement and to specific performance of any act required to perform this Agreement.

Confidentiality and Announcement. 13.1 (a) Each party shall keep confidential any non-public material or information with respect to the negotiation, existence and terms and conditions of this Agreement and the business and other aspects of the Parties undertakes other party which it is aware of or has access to keep confidential in signing and at all times performing this Agreement (including written or non-written information, hereinafter the “Confidential Information”). Confidential Information shall not include any information that is (a) previously known on a non-confidential basis by the receiving party, (b) in the public domain through no fault of such receiving party, its Affiliates or its or its Affiliates’ officers, directors or employees, (c) received from a party other than the Company or the Company’s representatives or agents, so long as such party was not, to the knowledge of the receiving party, subject to a duty of confidentiality to the Company or (d) developed independently by the receiving party without reference to confidential information of the disclosing party. No party shall disclose publicly or such Confidential Information to any third party. Either party may use the Confidential Information, Information only for the substance of negotiations between the Parties relating to this Agreement, and shall not directly or indirectly make use purpose of, copy in any form or reproduce on any medium, or disclose publicly or to any third party any Confidential Information, except and to the extent that the disclosure: (a) is required by any Applicable Laws, provided that such Party shall (unless prohibited by any Applicable Law) promptly give to the other Parties such notice of such disclosure necessary for performing this Agreement; and shall co-operate with the not use such Confidential Information for any other Parties, having due regard to the other Parties’ views, and take such steps as the other Parties may reasonably require in order to enable it to mitigate the effects of such disclosure;purposes. (b) Notwithstanding any other provisions in this Section 7.11, if any party believes in good faith that any announcement or notice must be prepared or published pursuant to applicable laws (including filings required to be made by the Company with the SEC, including, without limitation, the proxy statement to be filed by the Company in connection with the Business Combination and any Current Reports on Form 8-K disclosing the transactions contemplated by this Agreement, as well as any rules or regulations of any securities exchange or valid legal process) or information is otherwise required to be disclosed to any Governmental Authority, such party may, in accordance with its understanding of the applicable laws, make the required disclosure in the manner it deems in compliance with the requirements of applicable laws; provided that, the party who is required for to make such disclosure shall, to the purpose extent permitted by law and so far as it is practicable, provide the other party with prompt notice of such requirement and cooperate with the other party at such other party’s request and at the requesting party’s cost, if applicable, to enable such other party to seek an appropriate protection order or remedy. In addition, each party may disclose, after giving prior notice to the other party to the extent practicable under the circumstances and subject to any practicable arrangements to protect confidentiality, Confidential Information to the extent required under judicial or regulatory process or in connection with any judicial process regarding any legal action, suit or proceeding arising out of or relating to this Agreement;Agreement or the transaction contemplated hereunder, provided that, the party who is required to make such disclosure shall, to the extent permitted by law and so far as it is practicable, at the other party’s request and at the requesting party’s cost, cooperate with the other party to enable the other party to seek an appropriate protection order or remedy. (c) is made by the Group Companies, their shareholders and their representatives Notwithstanding anything to the Group Companiescontrary provided in Section 7.11, each party may disclose the Confidential Information only to its Affiliates and its and its Affiliates’ employees officers, directors, employees, agents and other approved third party advisors or consultants (“Representatives”) representatives on a need-to-know basis for in the purpose performance of executing and performing this Agreement and on terms that all Representatives receiving Confidential Information agree to comply with the provisions of this Clause 13.1 as if they were a transaction contemplated hereunder; provided that, such party to this Agreement;shall ensure such persons strictly abide by the confidentiality obligations hereunder. (d) is Without the prior written consent of information the Subscriber, and whether or not the Subscriber then holds any security in the Company, the Company shall, and shall cause its Affiliates not to, (i) use in advertising, publicity or announcements the name of the Subscriber or any Affiliate of the Subscriber, either alone or in combination with any company name, trade name, trademark, service mxxx, domain name, device, design, symbol or any abbreviation, contraction or simulation thereof owned by the Subscriber or any of its Affiliates, or (ii) represent, directly or indirectly, that is any product or becomes publicly available (other than services provided by breach the Company or any of this Agreement);its Affiliates has been approved or endorsed by the Subscriber or any of its Affiliates. (e) is made after the Party whose information is to be disclosed has given prior written approval for the disclosure; or (f) is of information that is independently developed by the recipient or is lawfully in his possession prior to the disclosure to him of the information. 13.2 The Parties’ confidentiality obligations under Clause 13.1 of each party hereunder shall survive for a period of two (2) years from the date all of the Investors cease to own any Shares in the Company. 13.3 No public announcement or publication in respect of this Agreement or any transactions contemplated under this Agreement shall be made without prior written consent from the other Parties, save that for any announcements or publications required by any Applicable Laws may be made with notice (whether before or after the announcement or publication is made) to the other Parties, with a reasonable opportunity to comment on such announcement or publication. For the avoidance of doubt, any announcement or publication includes the timing and contents of such announcements and/or publications. 13.4 Clause 13.1 shall not prohibit disclosure of any information by the Parties for the purpose of effecting a sale of shares, if such disclosure is made to a third party who had entered into bona fide discussions with the relevant Party to purchase its shares, or to the Representatives of such third party, and provided that the third party and its Representatives agree to keep such information confidential on terms which are reasonable for the protection of the interests of the Parties by the execution of confidentiality agreements. 13.5 Clause 13.1 shall not prohibit disclosure of any information by the Parties for the purpose of inviting potential investors to participate in this financing round on the same or similar terms as found in this Agreement, or in any preceding term sheet, if such disclosure is made to a third party who had entered into bona fide discussions with the relevant Party to subscribe for ordinary shares, or to the Representatives of such third party, and provided that the third party and its Representatives agree to keep such information confidential on terms which are reasonable for the protection of the interests of the Parties by the execution of confidentiality agreements. 13.6 All Confidential Information shall remain the property of the Party disclosing such information. No rights, including but not limited to, intellectual property rights, in respect of the Confidential Information are granted to the other Party. Upon termination of this Agreement, . Each party shall continue to abide by the Party receiving Confidential Information shall return confidentiality clause hereof and perform the obligation of confidentiality it undertakes until the other party approves release of that obligation or destroy such Confidential Information, together with copies thereof. Where Confidential Information is in physical form, destruction shall mean the shredding of documents; where Confidential Information is in digital form, destruction shall mean the permanent deletion of digital copies. 13.7 The Parties agree that damages alone would not be an adequate remedy for any until a breach of this Agreement by the Receiving Party, as it would cause irreparable injury confidentiality clause hereof will no longer result in any prejudice to the Company. In addition to all other rights and remedies available to the Company at law or in equity, the Company shall be entitled to an injunction to restrain any act in breach of this Agreement and to specific performance of any act required to perform this Agreementparty.

Confidentiality and Announcement. 13.1 (a) Each party shall keep confidential any non-public material or information with respect to the negotiation, existence and terms and conditions of this Agreement and the business and other aspects of the Parties undertakes other party which it is aware of or has access to keep confidential in signing and at all times performing this Agreement (including written or non-written information, hereinafter the “Confidential Information”). Confidential Information shall not include any information that is (a) previously known on a non-confidential basis by the receiving party, (b) in the public domain through no fault of such receiving party, its Affiliates or its or its Affiliates’ officers, directors or employees, (c) received from a party other than the Company or the Company’s representatives or agents, so long as such party was not, to the knowledge of the receiving party, subject to a duty of confidentiality to the Company or (d) developed independently by the receiving party without reference to confidential information of the disclosing party. No party shall disclose publicly or such Confidential Information to any third party. Either party may use the Confidential Information, Information only for the substance of negotiations between the Parties relating to this Agreement, and shall not directly or indirectly make use purpose of, copy in any form or reproduce on any medium, or disclose publicly or to any third party any Confidential Information, except and to the extent that the disclosure: (a) is required by any Applicable Laws, provided that such Party shall (unless prohibited by any Applicable Law) promptly give to the other Parties such notice of such disclosure necessary for performing this Agreement; and shall co-operate with the not use such Confidential Information for any other Parties, having due regard to the other Parties’ views, and take such steps as the other Parties may reasonably require in order to enable it to mitigate the effects of such disclosure;purposes. (b) Notwithstanding any other provisions in this Section 7.11, if any party believes in good faith that any announcement or notice must be prepared or published pursuant to applicable laws (including filings required to be made by the Company with the SEC, including, without limitation, any Current Reports on Form 6-K disclosing the transactions contemplated by this Agreement, as well as any rules or regulations of any securities exchange or valid legal process) or information is otherwise required to be disclosed to any Governmental Authority, such party may, in accordance with its understanding of the applicable laws, make the required disclosure in the manner it deems in compliance with the requirements of applicable laws; provided that, the party who is required for to make such disclosure shall, to the purpose extent permitted by law and so far as it is practicable, provide the other party with prompt notice of such requirement and cooperate with the other party at such other party’s request and at the requesting party’s cost, if applicable, to enable such other party to seek an appropriate protection order or remedy. In addition, each party may disclose, after giving prior notice to the other party to the extent practicable under the circumstances and subject to any practicable arrangements to protect confidentiality, Confidential Information to the extent required under judicial or regulatory process or in connection with any judicial process regarding any legal action, suit or proceeding arising out of or relating to this Agreement;Agreement or the transaction contemplated hereunder, provided that, the party who is required to make such disclosure shall, to the extent permitted by law and so far as it is practicable, at the other party’s request and at the requesting party’s cost, cooperate with the other party to enable the other party to seek an appropriate protection order or remedy. (c) is made by the Group Companies, their shareholders and their representatives Notwithstanding anything to the Group Companiescontrary provided in this Section 7.11, each party may disclose the Confidential Information only to its Affiliates and its and its Affiliates’ employees officers, directors, employees, agents and other approved third party advisors or consultants (“Representatives”) representatives on a need-to-know basis for in the purpose performance of executing and performing this Agreement and on terms that all Representatives receiving Confidential Information agree to comply with the provisions of this Clause 13.1 as if they were a transaction contemplated hereunder; provided that, such party to this Agreement;shall ensure such persons strictly abide by the confidentiality obligations hereunder. (d) is Without the prior written consent of information the Subscriber, and whether or not the Subscriber then holds any security in the Company, the Company shall, and shall cause its Affiliates not to, (i) use in advertising, publicity or announcements the name of the Subscriber or any of its Affiliates, either alone or in combination with any company name, trade name, trademark, service xxxx, domain name, device, design, symbol or any abbreviation, contraction or simulation thereof owned by the Subscriber or any of its Affiliates, or (ii) represent, directly or indirectly, that is any product or becomes publicly available (other than services provided by breach the Company or any of this Agreement);its Affiliates has been approved or endorsed by the Subscriber or any of its Affiliates. (e) is made after the Party whose information is to be disclosed has given prior written approval for the disclosure; or (f) is of information that is independently developed by the recipient or is lawfully in his possession prior to the disclosure to him of the information. 13.2 The Parties’ confidentiality obligations under Clause 13.1 of each party hereunder shall survive for a period of two (2) years from the date all of the Investors cease to own any Shares in the Company. 13.3 No public announcement or publication in respect of this Agreement or any transactions contemplated under this Agreement shall be made without prior written consent from the other Parties, save that for any announcements or publications required by any Applicable Laws may be made with notice (whether before or after the announcement or publication is made) to the other Parties, with a reasonable opportunity to comment on such announcement or publication. For the avoidance of doubt, any announcement or publication includes the timing and contents of such announcements and/or publications. 13.4 Clause 13.1 shall not prohibit disclosure of any information by the Parties for the purpose of effecting a sale of shares, if such disclosure is made to a third party who had entered into bona fide discussions with the relevant Party to purchase its shares, or to the Representatives of such third party, and provided that the third party and its Representatives agree to keep such information confidential on terms which are reasonable for the protection of the interests of the Parties by the execution of confidentiality agreements. 13.5 Clause 13.1 shall not prohibit disclosure of any information by the Parties for the purpose of inviting potential investors to participate in this financing round on the same or similar terms as found in this Agreement, or in any preceding term sheet, if such disclosure is made to a third party who had entered into bona fide discussions with the relevant Party to subscribe for ordinary shares, or to the Representatives of such third party, and provided that the third party and its Representatives agree to keep such information confidential on terms which are reasonable for the protection of the interests of the Parties by the execution of confidentiality agreements. 13.6 All Confidential Information shall remain the property of the Party disclosing such information. No rights, including but not limited to, intellectual property rights, in respect of the Confidential Information are granted to the other Party. Upon termination of this Agreement, . Each party shall continue to abide by the Party receiving Confidential Information shall return confidentiality clause hereof and perform the obligation of confidentiality it undertakes until the other party approves release of that obligation or destroy such Confidential Information, together with copies thereof. Where Confidential Information is in physical form, destruction shall mean the shredding of documents; where Confidential Information is in digital form, destruction shall mean the permanent deletion of digital copies. 13.7 The Parties agree that damages alone would not be an adequate remedy for any until a breach of this Agreement by the Receiving Party, as it would cause irreparable injury confidentiality clause hereof will no longer result in any prejudice to the Company. In addition to all other rights and remedies available to the Company at law or in equity, the Company shall be entitled to an injunction to restrain any act in breach of this Agreement and to specific performance of any act required to perform this Agreementparty.