Common use of Confidentiality, Press Releases and Announcements Clause in Contracts

Confidentiality, Press Releases and Announcements. Neither the Selling Stockholder nor any Party hereto shall (nor permit its Representatives to), directly or indirectly: (a) make any disclosure to a third party other than the Parties relating to any matter contemplated by this Agreement; or (b) disclose to a third party other than the Parties any information received from another Party or its Representatives in connection with the Acquisition, including without limitation, information received during a Party’s due diligence investigation (such party receiving such information, the “Receiving Party” and such party disclosing such information, the “Disclosing Party”); except as required by law or judicial or administrative processes. Information will not be subject to the provisions of this Section 8.1 which (x) is or becomes publicly available other than as a result of a breach by the Receiving Party; (y) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (z) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 8.1 had it been in effect at the time of disclosure. Seller agrees that it will not sell or distribute (except to its stockholders as permitted by this Agreement) any of the Stock Consideration or the Earn Out Stock or purchase any InPhonic capital stock, until all material non-public information about InPhonic and/or Buyer known to Seller becomes public. Seller agrees that it shall cause any permitted transferee to agree not to sell or distribute any of the Stock Consideration or the Earn Out Stock or purchase any InPhonic capital stock, as long such permitted transferee was in possession of such material *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. non-public information. The Parties acknowledge and agree that any breach of this Section 8.1 by a Party would cause irreparable harm to the other Party hereto and that, in such event, such other Party shall have the right, among other things, to preliminary and injunctive relief, in addition to any other relief to which such other Party may be entitled. In the event that the Acquisition is not consummated, the Receiving Party shall promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. The Parties agree and acknowledge that this Agreement will be disclosed in compliance with InPhonic’s and/or Buyer’s obligations under either the Securities Act or the Exchange Act.

Confidentiality, Press Releases and Announcements. Neither the Selling Stockholder nor any No Party hereto shall (nor permit its Representatives to), directly or indirectly: (a) make any disclosure to a third party other than the Parties relating to any matter contemplated by this Agreement; or (b) disclose to a third party other than the Parties any information received from another Party or its Representatives in connection with the Acquisition, including without ***Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. limitation, information received during a Party’s due diligence investigation (such party receiving such information, the “Receiving Party” and such party disclosing such information, the “Disclosing Party”); except as required by law or judicial or administrative processes. Information will not be subject to the provisions of this Section 8.1 which (x) is or becomes publicly available other than as a result of a breach by the Receiving Party; (y) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (z) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 8.1 had it been in effect at the time of disclosure. Seller agrees that it will not sell or distribute (except to its stockholders as permitted by this Agreement) any of the Stock Consideration or the Earn Out Stock or purchase any InPhonic Buyer capital stock, until all material non-non public information about InPhonic and/or Buyer known to Seller becomes are made public. Seller agrees that it shall cause any permitted transferee to agree not to sell or distribute any of the Stock Consideration or the Earn Out Stock or purchase any InPhonic capital stock, as long such permitted transferee was in possession of such material *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. non-non public informationinformation about Buyer or InPhonic. The Parties acknowledge and agree that any breach of this Section 8.1 by a Party would cause irreparable harm to the other Party hereto and that, in such event, such other Party shall have the right, among other things, to preliminary and injunctive relief, in addition to any other relief to which such other Party may be entitled. In the event that the Acquisition is not consummated, the Receiving Party shall promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. The Parties agree and acknowledge that this Agreement will be disclosed in compliance with InPhonic’s and/or Buyer’s obligations under either the Securities Act or the Exchange Act.

Confidentiality, Press Releases and Announcements. Neither the Selling Stockholder nor any No Party hereto shall (nor or permit its Representatives (as defined below) to), directly or indirectly: (ai) make any disclosure to a third party other than the Parties relating to any matter contemplated by this Agreement; or (bii) disclose to a any third party other than that discussions are taking place among the Parties regarding the transaction; or (iii) disclose any information received from another Party or its Representatives (as defined below) in connection with the Acquisitiontransaction, including without limitation, information received during a Party’s 's due diligence investigation (such party receiving such information, the “Receiving "RECEIVING Party” " and such party disclosing such information, the “Disclosing Party”"DISCLOSING PARTY"); except as required by law or judicial or administrative processes. Information will not be subject to the provisions of this Section 8.1 SECTION 9.1 which (x) is or becomes publicly available other than as a result of a breach by the Receiving Party; (y) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (z) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 8.1 SECTION 9.1 had it been in effect at the time of disclosure. Seller agrees The Parties agree that it will the terms of this Agreement are confidential and shall not sell be shared with or distribute (except disclosed to its stockholders as permitted by this Agreement) any other Person other than the Parties' respective Representatives who have agreed to maintain the confidentiality thereof. As used herein, the term "REPRESENTATIVES" refers to each of the Stock Consideration Buyer's, the Company's and the Subsidiary's respective directors, officers, employees, affiliates, representatives or the Earn Out Stock or purchase any InPhonic capital stock, until all material non-public information about InPhonic and/or Buyer known to Seller becomes public. Seller agrees that it shall cause any permitted transferee to agree not to sell or distribute any of the Stock Consideration or the Earn Out Stock or purchase any InPhonic capital stock, as long such permitted transferee was in possession of such material *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. non-public informationagents. The Parties acknowledge and agree that any breach of this Section 8.1 SECTION 9.1 by a Party would cause irreparable harm to the other Party Parties hereto and that, in such event, such other Party Parties shall have the right, among other things, to seek preliminary and injunctive relief, in addition to any other relief to which such other Party Parties may be entitled. In the event that the Acquisition transaction is not consummated, the Receiving Party shall promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. The Parties agree and acknowledge that No Party shall issue any press release or make any public disclosure relating to the subject matter of this Agreement will be disclosed without the prior written approval of the other Parties, such proposed disclosure being made available to the other Party for review a reasonable period prior to its intended disclosure; PROVIDED, HOWEVER, that any Party may make any public disclosure it believes in compliance good faith is required by law or regulation (in which case the disclosing Party shall advise the other Parties and provide them with InPhonic’s and/or Buyer’s obligations under either a copy of the Securities Act or proposed disclosure prior to making the Exchange Actdisclosure).

Confidentiality, Press Releases and Announcements. Neither the Selling Stockholder nor any No Party hereto shall (nor permit its Representatives to), directly or indirectly: (a) make any disclosure to a third party other than the Parties relating to any matter contemplated by this Agreement; or (b) disclose to a third party other than the Parties any information received from another Party or its Representatives in connection with the Acquisition, including without limitation, information received during a Party’s due diligence investigation (such party receiving such information, the “Receiving Party” and such party disclosing such information, the “Disclosing Party”); except as required by law or judicial or administrative processes. Information will not be subject to the provisions of this Section 8.1 which (x) is or becomes publicly available other than as a result of a breach by the Receiving Party; (y) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (z) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 8.1 had it been in effect at the time of disclosure. The Parties agree that the terms of this Agreement are confidential and shall not be shared with or disclosed to any other person or entity other than the Parties’ respective Representatives who have agreed to maintain the confidentiality thereof. Seller agrees that it will not sell or distribute (except to its stockholders as permitted by this Agreement) any of the Stock Consideration or the Earn Out Stock Shares or purchase any InPhonic Buyer capital stockstock (except pursuant to Section 2.6), until all material non-public information Confidential Information about InPhonic and/or Buyer known to Seller becomes Seller, including without limitation Buyer Financial Statements and Revenue Statements, are made public. Seller agrees that it shall cause any permitted transferee (as provided herein and in the Buyer Agreements) to agree not to sell or distribute any of the Stock Consideration or the Earn Out Stock Shares or purchase any InPhonic Buyer capital stock, as long such permitted transferee was in possession of such material *** until all Confidential Information has been omitted about Buyer known to the permitted transferee, including without limitation Buyer Financial Statements and filed separately with the Securities and Exchange Commission. non-public informationRevenue Statements, are made public. The Parties acknowledge and agree that any breach of this Section 8.1 by a Party would cause irreparable harm to the other Party hereto and that, in such event, such other Party shall have the right, among other things, to preliminary and injunctive relief, in addition to any other relief to which such other Party may be entitled. In the event that the Acquisition is not consummated, the Receiving Party shall promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. The Parties agree and acknowledge that No Party shall issue any press release or make any public disclosure relating to the subject matter of this Agreement will without the prior written approval of the other Party, which approval shall not be disclosed in compliance with InPhonic’s and/or Buyer’s obligations under either the Securities Act or the Exchange Actunreasonably withheld.

Confidentiality, Press Releases and Announcements. Neither the Selling Stockholder nor any No Party hereto shall (nor or permit its Representatives (as defined below) to), directly or indirectly: (ai) make any disclosure to a third party other than the Parties relating to any matter contemplated by this Agreement; or (bii) disclose to a any third party other than that discussions are taking place among the Parties regarding the transaction; or (iii) disclose any information received from another Party or its Representatives (as defined below) in connection with the Acquisitiontransaction, including without limitation, information received during a Party’s 's due diligence investigation (such party receiving such information, the “Receiving Party” "RECEIVING PARTY" and such party disclosing such information, the “Disclosing Party”"DISCLOSING PARTY"); except as required by law or judicial or administrative processes. Information will not be subject to the provisions of this Section 8.1 9.1 which (xi) is or becomes publicly available other than as a result of a breach by the Receiving Party; (yii) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (ziii) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 8.1 9.1 had it been in effect at the time of disclosure. Seller agrees The Parties agree that it will the terms of this Agreement are confidential and shall not sell be shared with or distribute (except disclosed to its stockholders as permitted by this Agreement) any other person or entity other than the Parties' respective Representatives who have agreed to maintain the confidentiality thereof. As used herein, the term "REPRESENTATIVES" refers to each of the Stock Consideration Buyer's and the Company's directors, officers, employees, affiliates, representatives or the Earn Out Stock or purchase any InPhonic capital stock, until all material non-public information about InPhonic and/or Buyer known to Seller becomes public. Seller agrees that it shall cause any permitted transferee to agree not to sell or distribute any of the Stock Consideration or the Earn Out Stock or purchase any InPhonic capital stock, agents as long such permitted transferee was in possession of such material *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. non-public informationso indicated. The Parties acknowledge and agree that any breach of this Section 8.1 9.1 by a Party would cause irreparable harm to the other Party Parties hereto and that, in such event, such other Party Parties shall have the right, among other things, to preliminary and injunctive relief, in addition to any other relief to which such other Party Parties may be entitled. In the event that the Acquisition transaction is not consummated, the Receiving Party shall promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. The Parties agree and acknowledge that No Party shall issue any press release or make any public disclosure relating to the subject matter of this Agreement will be disclosed without the prior written approval of the other Parties; provided, however, that any Party may make any public disclosure it believes in compliance good faith is required by law or regulation (in which case the disclosing Party shall advise the other Parties and provide them with InPhonic’s and/or Buyer’s obligations under either a copy of the Securities Act or proposed disclosure prior to making the Exchange Actdisclosure).

Confidentiality, Press Releases and Announcements. Neither the Selling Stockholder nor any No Party hereto shall (nor or permit its Representatives (as defined below) to), directly or indirectly: (ai) make any disclosure to a third party other than the Parties relating to any matter contemplated by this Agreement, except as required to receive required consents and approvals contemplated by this Agreement; (ii) disclose to any third party that discussions are taking place among the Parties regarding the transaction except as required to receive required consents and approvals contemplated by this Agreement; or (biii) disclose to a third party other than the Parties any information received from another Party or its Representatives (as defined below) in connection with the Acquisitiontransaction, including without limitation, information received during a Party’s due diligence investigation (such party receiving such information, and its Representatives, the “Receiving Party” and such party disclosing such information, the “Disclosing Party”); except as required by law or judicial or administrative processes, including any reports required to be filed by the Buyer with the Securities and Exchange Commission. Information will not be subject to the provisions of this Section 8.1 9.1 which (xi) is or becomes publicly available other than as a result of a breach by the Receiving Party; (yii) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (ziii) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 8.1 9.1 had it been in effect at the time of disclosure. Seller agrees The Parties agree that it will the terms of this Agreement are confidential and shall not sell be shared with or distribute (except disclosed to its stockholders as permitted by this Agreement) any other Person other than the Parties’ respective Representatives who have agreed to maintain the confidentiality thereof. As used herein, the term “Representatives” refers to each of the Stock Consideration Buyer’s and the Company’s directors, officers, employees, affiliates, representatives, tax or the Earn Out Stock financial advisors, attorneys or purchase any InPhonic capital stock, until all material non-public information about InPhonic and/or Buyer known to Seller becomes public. Seller agrees that it shall cause any permitted transferee to agree not to sell or distribute any of the Stock Consideration or the Earn Out Stock or purchase any InPhonic capital stock, agents as long such permitted transferee was in possession of such material *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. non-public informationso indicated. The Parties acknowledge and agree that any breach of this Section 8.1 9.1 by a Party would cause irreparable harm to the other Party Parties hereto and that, in such event, such other Party Parties shall have the right, among other things, to preliminary and injunctive relief, in addition to any other relief to which such other Party Parties may be entitled. In the event that the Acquisition transaction is not consummated, the Receiving Party shall promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. The Parties agree and acknowledge that No Party shall issue any press release or make any public disclosure relating to the subject matter of this Agreement will be disclosed without the prior written approval of the other Parties; provided, however, that any Party may make any public disclosure it believes in compliance good faith is required by law or regulation (in which case the disclosing Party shall advise the other Parties and provide them with InPhonic’s and/or Buyer’s obligations under either a copy of the Securities Act or proposed disclosure as reasonably in advance as possible prior to making the Exchange Actdisclosure).