Common use of Confidentiality; Public Announcements Clause in Contracts

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by the Parties (or their Affiliates), dated September 10, 2021, shall survive the execution and delivery of this Agreement in accordance with its terms. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Information.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by the Parties (or their Affiliates), dated September 10, 2021, shall survive the execution and delivery of this Agreement in accordance with its terms. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from From and after the date hereofof this Agreement, each Party will, and will cause its respective Representatives and Affiliates to, treat and hold as confidential and not use any of the non-public, confidential information possessed by them with respect to the terms of this Agreement or any other Transaction Document, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) business of the other Party (the “Disclosing PartyConfidential Information”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) for any purpose unrelated to the extent necessary for consummation of the performance of such Receiving Transaction. In the event that any Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their its respective RepresentativesRepresentatives or Affiliates, become legally compelled is requested or required (including by oral question or written request for information or documents in any legal or regulatory proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information (of the other than Party, such Party will notify the other Party as required in connection with an examination by an insurance regulatory authority promptly as practicable of the request or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing other Party may seek a an appropriate protective order or other remedy or waive compliance with the provisions of this Section 16.2(b)5.3. In the event that such protective order or other remedy is not obtained, and waiver of compliance is not provided, such Party will, and will cause its respective Representatives or the Disclosing Party waives compliance with this Section 16.2(b)Affiliates to, the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of such Confidential Information which which, on the advice of counsel, it is legally required to be provided furnish and to exercise its commercially reasonable efforts to obtain assurances assurance that appropriate confidential treatment will be accorded to the such Confidential Information. (cb) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges Confidential Information does not include information or materials that a breach recipient of Confidential Information demonstrates (i) was known to such recipient or its obligations under this Section 16.2 may result in irreparable injury Representatives prior to the Disclosing Party. In the event of the breach by the Receiving Party such recipient’s or any of its Affiliates or their respective Representatives Representatives’ receipt of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information , (irrespective ii) is independently developed by such recipient or its Representatives without use of, or reference to, any of the form Confidential Information, as evidenced by the written records of such informationrecipient or its Representatives, (iii) is lawfully obtained from a third party who, to the knowledge of such recipient or its Representatives, has lawfully obtained such information without breach of any kindobligation to the Party disclosing the Confidential Information, including any analyses(iv) has been openly published or generally disclosed to the public by the Party disclosing the Confidential Information, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party (v) which is or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or becomes generally available to the public (other than as a result of a disclosure directly by such recipient or indirectly by its Representatives in violation of this Section 5.3. A recipient of Confidential Information will bear the Receiving Party or burden of showing that any of its Affiliates the foregoing exclusions apply to any such information, materials, disclosures or Representatives in breach hereofConfidential Information. (c) No Party will make any public announcement concerning the Transaction or containing any information about any other Party without the prior written consent of the other Party (which consent will not be unreasonably withheld, conditioned or delayed), except (i) announcement by Seller to each of its members, employees, suppliers or customers regarding the execution of this Agreement and (ii) that is as required by applicable Laws (including securities laws) or becomes available rules or regulations of any United States or foreign securities exchange, in which case the Party required to make the Receiving release or announcement will allow such other Party on a non-confidential basis from a source other than reasonable time under the Disclosing circumstances to comment on, and the Party required to make the release or any of its Affiliates announcement will in good faith consider such comments for inclusion in such release or Representatives; provided that, to the knowledge announcement in advance of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Informationissuance.

Confidentiality; Public Announcements. (a) i). The confidentiality agreement entered into Parties undertake with each other that they shall treat as strictly confidential all information received or obtained by the Parties (them or their Affiliates)employees, dated September 10, 2021, shall survive agents or advisers in connection with the execution and delivery entry into or the performance of this Agreement in accordance with its termsincluding information relating to the provisions of this Agreement, the negotiations leading up to this Agreement, the subject matter of this Agreement, and the business or affairs of any other Party and subject to the provisions of this section that they will not at any time hereafter make use of or disclose or divulge to any Person any such information and shall use all reasonable efforts to prevent the publication or disclosure of any such information. (bii). The restrictions contained in this section shall not: (A) The Parties apply to any disclosure which, pursuant to relevant Laws and rules, any Governmental Authority requires any Party to make (eachincluding the disclosure required to be made to any Governmental Authority in any Party’s application for consent or approval for transactions contemplated hereunder), provided that written consent as to the “Receiving Party”) hereby covenant form and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will content (which consent shall not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined belowbe unreasonably withheld) of the other Party has been obtained prior to any disclosure of information in public announcement involving such other Party; (B) restrict or prohibit any Party in or from making any disclosure to any professional adviser for the “Disclosing Party”purposes of obtaining necessary professional advice; provided such Party shall procure that such professional adviser observes the confidentiality obligation set forth in this section; (C) or permit apply to any disclosure from the Purchaser to its parent and any of its Affiliates and their respective Representatives directors, officers and employees; and (D) apply to do information which was in the same, except that each Receiving Party may disclose such Confidential Information public domain or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) otherwise known to the extent necessary for relevant Party before it was furnished to it by another Party hereto or, after it was furnished to that Party, entered the performance public domain otherwise than as a result of such Receiving a breach by that Party of this this section or a breach of a confidentiality obligation by the disclosing Party’s and its Affiliates’ obligations under , where the breach was known to that Party. (iii). No Party shall make, nor shall cause to be made, any press release or public announcement in respect of this Agreement, the identity of the parties to this Agreement or under the transactions contemplated thereby or otherwise communicate with any news media without the prior written consent of the other Transaction AgreementParty, unless otherwise required by Law or applicable stock exchange regulation (iii) to enforce and then only after consultation with the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates), and the Parties shall cooperate as to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules timing and contents of any stock exchange on which such press release, public announcement or communication. In the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving event that any Party or its Affiliates, or any of their respective Representativesits agents, become representatives, Affiliates, employees, officers or directors becomes legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return)such confidential information, the Receiving such Party shall provide the Disclosing other Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing such other Party may seek a protective order or other remedy remedy, or waive compliance with this Section 16.2(b)provide a written consent as to the form and content of the disclosure (which consent shall not be unreasonably withheld) of the other Party prior to any such disclosure of confidential information. In the event that such protective order or other remedy is not obtained, or the Disclosing such other Party waives waive compliance with this Section 16.2(b)this section, the Receiving Party or its Affiliates, as applicable, legally compelled to disclose such confidential information shall furnish only that portion of Confidential Information such confidential information which is legally required to be provided and exercise its commercially all reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Information.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into Each Party shall keep confidential any nonpublic material or information with respect to the business, technology, financial conditions, and other aspects of the other Parties which it is aware of, or have access to, in signing or performing the Transaction Documents (including written or oral 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 such Confidential Information to any third party other than in accordance with the provisions set forth herein. Either Party may use the Confidential Information only for the purpose of, and to the extent necessary for performing this Agreement or any other Transaction Documents, and shall not use such Confidential Information for any other purposes. The Parties (or their Affiliates)hereby agree, dated September 10for the purpose of this Section 7.7, 2021, shall survive that the execution existence and delivery terms and conditions of this Agreement in accordance and other Transaction Documents and schedule hereof shall be deemed as Confidential Information until such Transaction Document has been duly filed with its termsthe SEC. (b) The Parties (eachNo press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made by any Party or its Affiliates without the prior written approval of the other Parties, unless required by Applicable Laws in which case such other Party shall have the right to review, comment on and have reasonable comments incorporated on such press release, announcement or communication prior to issuance, distribution or publication. Notwithstanding the foregoing, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party Investors and its Affiliates will shall not disclosebe restricted from communicating with their respective investors and potential investors in connection with informational or reporting activities; provided that the recipient of such information is subject to a customary obligation to keep such information confidential. The Company may file this Agreement with the SEC and may provide information about the subject matter of this Agreement in connection with equity or debt issuances, giveshare repurchases, sellor marketing, process, use informational or otherwise divulge reporting activities; provided that any Confidential Information (as defined below) description of the other Party subject matter of this Agreement or the Investors or their Affiliates (if not previously approved by the “Disclosing Party”Investors) or permit their respective Representatives to do shall be approved by the same, except that each Receiving Investors in advance. (c) Each Party may disclose such the Confidential Information or portions thereof to its Affiliates and its and its Affiliates’ partners, officers, directors, employees, agents, professional advisors and other representatives on a need-to-know basis in the performance of the Transaction Documents; provided that, such Party shall procure such persons are made aware of and will comply with the confidentiality obligations hereunder. A Party may disclose Confidential Information if such disclosure is required by (i) if legally compelled to do so an order of any court of competent jurisdiction or as required in connection with an examination by an insurance regulatory authorityany regulatory, judicial, governmental or similar body or any taxation authority of competent jurisdiction, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any listing authority or stock exchange on which the stock of a Receiving Party’s Affiliate is its shares are listed or traded, as applicable. If the Receiving Party or its Affiliates(iii) by Applicable Law, or any of their respective Representativesprovided that in such case, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving such Party shall (1) to the extent permitted by law, promptly provide the Disclosing Party other Parties with prompt written notice of such requirement (if permitted by Applicable Law) that fact so that the Disclosing Party such other Parties may seek a protective order order, confidential treatment or other appropriate remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, and (2) shall furnish only that portion of Confidential Information which the information that is legally required to be provided and shall exercise its commercially reasonable efforts to obtain assurances reliable assurance that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at lawsuch information. (d) For Without the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective prior written consent of the form of such information) Investor, the Company shall not, and shall cause its Affiliates not to, use in advertising, publicity, announcements, or otherwise, the name of any kindInvestor or any Affiliate of any Investor, including either alone or in combination with any analysescompany name, compilationstrade name, datatrademark, studiesservice mark, notesdomain name, translationsdevice, memoranda design, symbol or other documentsany abbreviation, concerning the Disclosing Party contraction or simulation thereof owned or used by any Investor or any of its Affiliates obtained directly or indirectly from Affiliates; provided that the Disclosing Party or any of Company and its Affiliates may refer to the Investors as holders of the Notes or Representatives holders of shares or ADS of the Company in connection with the transactions contemplated filings or disclosure required to be made by Applicable Laws or the rules of the stock exchange on which its shares are listed or traded. (e) The confidentiality obligations of each Party hereunder shall survive the termination of this Agreement Agreement. Each Party shall continue to abide by the confidentiality clause hereof and perform the obligation of confidentiality it undertakes until the other Transaction Agreements, including Party approves release of that obligation or until a breach of the confidentiality clause hereof will no longer result in any information regarding the Subject Business or provisions or terms of this Agreement or prejudice to the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Information.

Confidentiality; Public Announcements. (a) The Subject to disclosure obligations under applicable securities laws, the parties agree that each will use their best efforts to maintain the confidentiality agreement entered into by of and shall not use for its own benefit or the Parties (or their Affiliates), dated September 10, 2021, shall survive benefit of any third party the execution terms and delivery provisions of this Agreement in accordance with its terms. (b) The Parties (eachAgreement, including the Purchase Price, and other confidential information and material delivered to them or made available for their inspection pursuant to this Agreement; provided, however, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after parties may reveal the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) confidential information of the other Party party to its accountants, counsel or lenders (the “Disclosing Party”a) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposesconfidential information, (vb) as required under any Applicable Law, (vi) as required who are informed by a tax authority to support a position taken on any tax return or (vii) as required by such party of the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice confidential nature of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtainedconfidential information, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result who agree with the other parties in irreparable injury writing to the Disclosing Party. In the event of the breach be bound by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b)Agreement with respect to such confidential information. Moreover, Purchaser may in compliance with Regulation FD and other state and federal securities laws, disclose forward looking projections including the Disclosing Party shall be entitled financial information disclosed to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement it by Company or otherwise available in equity or at law. (d) For the purposes arising out of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement to analysts, shareholders, potential investors and others in the investment community. (b) In the event the Closing does not occur, Sellers and Purchaser will as soon as practicable return all material of or concerning the other Transaction Agreementsparty obtained from such other party then in their possession and hereby covenant to keep confidential any confidential information concerning the other party and ascertained from their review for a period of five (5) years commencing upon the termination of this Agreement. Upon Closing, including any information regarding transferred to Purchaser as an Asset, shall be deemed to be the Subject Business or provisions or terms confidential and proprietary information of this Agreement or the other Transaction Agreements (provided that, notwithstanding Purchaser hereunder. Notwithstanding the foregoing, each Party may make such disclosures the prohibitions and restrictions set forth in its filings with the U.S. Securities and Exchange Commission as it believes are required), except this Section 12.13 shall not apply to any information that (ia) which, at the time of the disclosure, was ascertainable disclosure or thereafter is generally known to and available to for use by the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereofeither party), (iib) that is or becomes at the time of disclosure was available to the Receiving Party on a non-confidential nonconfidential basis from a source other than the Disclosing Party parties, provided that such source is not and was not bound by a confidentiality agreement with either party, (c) was known by the receiving party prior to receiving the information from the providing party or has been independently acquired or developed by either party without violating any of its Affiliates respective obligations under this Agreement, or Representatives; (d) is required to be disclosed by any Law. (c) Purchaser may, after giving three (3) days prior written notice to Company (unless earlier disclosure is required by SEC rules or regulations, in which case Purchaser shall notify Company as soon as possible), make press releases and public announcements regarding the execution of this Agreement and the Closing of the transactions contemplated hereby. Except for the press releases and public announcements described in the preceding sentence and except as otherwise provided thatin this Agreement or in any other agreement entered into by the parties pursuant to this Agreement, no party hereto shall, without the approval of the other parties hereto, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the knowledge of extent that any such Receiving Partyparty shall be so obligated by Law, such source was not prohibited from disclosing such information in which case the other parties shall be so advised and the parties shall use their best efforts to the Receiving Party by cause a legalmutually agreeable release or announcement to be issued; provided, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession foregoing shall not preclude communications or disclosures necessary to implement the possession provisions of any of its Affiliates this Agreement or Representatives (other than information furnished by or on behalf of to comply with the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Informationdisclosure obligations under applicable securities laws.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by the Parties (or their Affiliates), dated September 10, 2021, shall survive the execution and delivery of this Agreement in accordance with its terms. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from From and after the date hereofClosing, the Receiving Party Corporation and its Affiliates the Stockholders will not disclosetreat and hold as such all of the Confidential Information, give, sell, process, use or otherwise divulge refrain from using any of the Confidential Information except in connection with this Agreement, and deliver promptly to the Buyer or destroy, at the request and option of the Buyer, all tangible embodiments (as defined belowand all copies) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information which are within the Corporation or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for Stockholders’ possession. In the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce event that the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, Corporation or any of their respective Representativesthe Stockholders, become legally as the case may be, is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the Corporation or any such Stockholder shall notify the Buyer promptly of the request or requirement so that the Buyer may seek an appropriate protective order or waive compliance with the provisions of this subsection 20(c). If, in the absence of a protective order or the receipt of a waiver hereunder, the Corporation or any such Stockholder, as the case may be, is, on the advice of counsel, compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority to any tribunal or as required to a tax authority to support a position taken on any tax return)else stand liable for contempt, the Receiving Party Corporation or any such Stockholder may disclose the Confidential Information to the tribunal; provided, however, that such Stockholder shall provide use reasonable best efforts to obtain, at the Disclosing Party with prompt written notice request of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective Buyer at its sole expense, an order or other remedy or waive compliance with this Section 16.2(b). In the event assurance that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to such portion of the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury Information required to be disclosed as the Disclosing PartyBuyer shall designate. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all shall mean confidential information (irrespective and trade secrets of the form of such informationCorporation, including without limitation, (i) the identity, lists or descriptions of any kindcustomers, referral sources or organizations; (ii) financial statements, cost reports or other financial information; (iii) contracts proposals, or bidding information; (iv) business plans, product roadmaps and training operations, methods and manuals; (v) personnel records; and (vi) fee structure and management systems, policies or procedures, including related forms and manuals and (vii) any analyses, compilations, data, studiessoftware, notesreports, translationsformulae, memoranda drawings, sketches and other information disclosed by the Corporation to any Stockholder and was identified as confidential or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives proprietary in connection with such disclosure. The Representative shall consult with Buyer and Buyer shall consult with the Representative before issuing any press release or otherwise making any public statements with respect to this Agreement, the transactions contemplated by this Agreement hereby and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures negotiations in its filings with the U.S. Securities and Exchange Commission as it believes are required)connection therewith and, except information (i) whichas may be required under applicable law, at the time of the disclosureas provided above, was ascertainable shall not issue any such press release or available make any such public statement prior to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Informationconsultation.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by Each party receiving Confidential Information of the Parties other party (or their Affiliates), dated September 10, 2021, shall survive the execution and delivery of this Agreement in accordance with its terms. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after agrees as follows: (i) to use the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party party (the “Disclosing Party”) or permit their respective Representatives to do only for the same, except that each Receiving Party may disclose purpose for which such Confidential Information or portions thereof is provided; (iii) if legally compelled that Receiving Party will not reproduce the Confidential Information of the Disclosing Party, except as necessary in connection with such permitted use of such Confidential Information, (iii) will hold in confidence and protect the Confidential Information of the Disclosing Party from unauthorized dissemination to, and use by, any third party using the same degree of care to do so that it uses to protect its own Confidential Information, but in no event less than a reasonable degree of care; (iv) not, unless otherwise mutually agreed, to create any derivative work from Confidential Information disclosed to the Receiving Party by the Disclosing Party; and (v) to reasonably restrict access to the Confidential Information of the Disclosing Party to and use of such Confidential Information by, such of its employees, personnel, agents, contractors and/or consultants, who have a need to have access and have entered into a confidentiality agreement or as required in connection with an examination by an insurance regulatory authorityare subject to confidentiality obligations not less strict than the terms of this Section 9.12(a), (ii) whereby each such employee, personnel, agent, contractor and/or consultant may use and reproduce such Confidential Information if and to the extent necessary for performing the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement tasks or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) work that the Receiving Party can establish asked such employee, personnel, agent, contractor and/or consultant to perform and such task or work is already in its possession within the purpose for which such Confidential Information was disclosed or the possession of any of its Affiliates or Representatives (other than information furnished made available by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Information.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by Buyer and Seller shall maintain in confidence, and shall cause their respective directors, officers, employees, agents, and advisors to maintain in confidence, and not use to the Parties (detriment of the other party, any written, oral, or their Affiliates), dated September 10, 2021, shall survive the execution and delivery of other information obtained in confidence from another party in connection with this Agreement or the Contemplated Transactions, unless (a) such information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party, (b) the use of such information is necessary or appropriate in accordance making any filing or obtaining any Consent required for the consummation of the Contemplated Transactions, or (c) the furnishing or use of such information is required by or necessary in connection with its termsany Proceeding. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use Any public announcement or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives similar publicity with respect to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the Contemplated Transactions may be issued, if at all, at such time and in such manner as mutually agreed to by Buyer and Seller; provided, however, that in the case of announcements, statements, acknowledgments or revelations which either party is required by applicable Legal Requirements to make, issue or release, the making, issuing or releasing of any such announcement, statement, acknowledgment or revelation by the party so required to do by applicable Legal Requirements shall not constitute a breach of this Agreement if such party shall have given, to the extent reasonably possible, notice thereof to the other Transaction Agreements party not less than two (provided that2) days prior to such disclosure and shall have attempted, notwithstanding to the extent reasonably possible, to clear such announcement, statement, acknowledgment or revelation with the other party. Subject to the foregoing, Seller and Buyer shall consult with each Party may make such disclosures in its filings other concerning the means by which Seller's employees, customers, and suppliers and others having dealings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time Seller will be informed of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential InformationContemplated Transactions.

Confidentiality; Public Announcements. (ai) The confidentiality agreement entered into by During the Parties Term and for a period of [seven (7)] years following the Term, each Party shall not, and each Party shall cause its Affiliates and its Representatives not to, use for its or their Affiliates)own benefit, dated September 10or divulge or convey to any Third Party, 2021, shall survive the execution and delivery of this Agreement in accordance with its terms. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below); provided, however, that any Party or its Affiliates may furnish such portion (and only such portion) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information (a) to any of its Affiliates, (b) in connection with such Party’s financial reporting processes in accordance with historical practice, (c) in connection with Party’ and its Affiliates’ tax returns and (d) as the Party or portions thereof such Affiliate reasonably determines it is legally obligated to disclose if: (i) if legally compelled it receives a request to do so disclose all or as required in connection with an examination any part of the Confidential Information under the terms of a subpoena, civil investigative demand or Order issued by an insurance regulatory authority, a Governmental Entity; (ii) to the extent necessary for legally permissible and not inconsistent with such request, it notifies the performance other Party of the existence, terms and circumstances surrounding such Receiving Party’s request and its Affiliates’ obligations consults with the other Party on the advisability of taking steps available under this Agreement Applicable Laws to resist or under any other Transaction Agreement, narrow such request; (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise it exercises its commercially reasonable efforts to obtain assurances an order or other reliable assurance that appropriate confidential treatment will be accorded to the disclosed Confidential Information. ; and (civ) The Receiving Party, on behalf disclosure of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury such Confidential Information is required to the Disclosing Party. In the event of the breach by the Receiving prevent such other Party or any of its Affiliates such other Party’s relevant Affiliate from being held in contempt or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition becoming subject to any other remedies available penalty under this Agreement or otherwise available in equity or at law. (d) applicable Laws. For the purposes of this Agreement, “Confidential Information” means consists of all confidential information and data relating to the Overall Transaction (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda other than data or other documents, concerning the Disclosing Party information that is or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or becomes available to the public (other than as a result of a disclosure directly breach of this Article ‎19.4 or indirectly is obtained by the Receiving relevant Party or any after the execution date of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available this Agreement from a third party under no obligation of confidentiality to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential InformationAffiliates).

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by Except as necessary to complete the Parties (or their Affiliates)Proxy/Registration Statement, dated September 10the Company, 2021on the one hand, and the Purchaser Parties, on the other hand, shall survive the execution hold and delivery of this Agreement in accordance with its terms. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit shall cause their respective Representatives representatives to do the samehold in strict confidence, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally unless compelled to disclose any Confidential Information (by judicial or administrative process or by other than as required in connection with an examination requirements of Law, all documents and information concerning the other party furnished to it by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives representatives in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (a) previously known by the party to which it was furnished, (b) in the public domain through no fault of such party or (c) later lawfully acquired from other sources, which source is not the agent of the other party, by the party to which it was furnished), and each party shall not release or disclose such information to any other person, except its representatives in connection with this Agreement. In the event that any party believes that it is required to disclose any such confidential information pursuant to applicable Laws, such party shall give timely written notice to the other parties so that such parties may have an opportunity to obtain a protective order or other appropriate relief. Each party shall be deemed to have satisfied its obligations to hold confidential information concerning or supplied by the other parties if it exercises the same care as it takes to preserve confidentiality for its own similar information. The parties acknowledge that some previously confidential information will be required to be disclosed in the Proxy/Registration Statement. (b) Except as otherwise provided herein (including the filing of the Proxy/Registration Statement or as required by applicable Law), none of the parties shall make any disclosure or permit any of their respective Affiliates to make any public disclosure (whether or not in response to an inquiry) of the subject matter of this Agreement unless previously approved by Purchaser and the Company in writing, which approval shall not be unreasonably conditioned, withheld or delayed, and: (i) Purchaser and the Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement, issue a press release announcing the execution of this Agreement; (ii) Purchaser and the Company shall cooperate in good faith with respect to the prompt preparation of, and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, which the Purchaser shall file with the SEC; (iii) Prior to Closing, Purchaser and the Company shall mutually agree upon and prepare the press release announcing the consummation of the Transactions, which shall be issued by the Purchaser concurrently with or promptly after the Closing; (iv) Purchaser and the Company shall cooperate in good faith with respect to the preparation of, and, at least five (5) days prior to the Closing, a draft Form 8-K announcing the Closing, together with, or incorporating by reference, the required pro forma financial statements and the historical financial statements prepared by the Company and its accountant and the other Transaction Agreements“Form 10” information required to be included therein, including any information regarding which shall be filed by the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings Company with the U.S. Securities and Exchange Commission SEC concurrently with the Closing, or as it believes are required), except information soon as practicable (ibut in any event within four (4) which, at the time Business Days of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereofClosing), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Information.

Confidentiality; Public Announcements. (aA) The confidentiality agreement entered into by the Parties (or their Affiliates), dated September 10, 2021, shall survive the execution Each Member covenants and delivery of this Agreement in accordance with its terms. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof agrees (i) if legally compelled to do so or as required receive and hold in strict confidence all Proprietary Information received by such Member, its Affiliates and/or representatives and to use such Proprietary Information only in connection with an examination by an insurance regulatory authoritythe businesses of the Company and such Member’s investment therein, and (ii) to cause its representatives and Affiliates, including any members of the extent necessary for Management Committee, to comply with the performance preceding clause (i). (B) Section 10.10(A) hereof shall not apply to any Proprietary Information which a Member can establish to have: (i) been disclosed by such Member with the Company’s prior written consent; (ii) become generally available to the public other than as a result of disclosure by such Member in breach of this Section 10.10 or any other obligations of confidentiality that a Member may have to the Company; (iii) been independently developed by such Member outside the scope of agreements with the Company through Persons (including any representatives of such Receiving Party’s and Member) who have not had actual knowledge of such Proprietary Information; (iv) been rightfully obtained by such Member from a third party without knowledge that such third party is obligated to protect its Affiliates’ obligations under confidentiality; provided that such Member has used all reasonable efforts to determine whether such third party has any such obligation; (v) been obligated to be produced or disclosed pursuant to applicable law, provided that such Member seeks appropriate protective relief from all or part of such disclosure; or (vi) been used in connection with litigation between the parties. (C) Any publicity release, advertisement, filing, public statement or announcement made, regarding this Agreement or under any other Transaction Agreement, (iii) to enforce of the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliatestransactions contemplated hereby, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party BCLLC or any of its Affiliates or their respective Representatives of any of the terms is to be first reviewed by, and conditions of this Section 16.2(b)must be reasonably satisfactory  to, the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief BCLLC and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided Bluegreen. The parties agree that, notwithstanding the foregoing, each Party Bluegreen Corporation may make such disclosures public disclosure as required by law, including press releases and SEC filings, related to its interest in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information Company of the following information: (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof)Company’s publicly disclosed development plans, (ii) that is or becomes available to the Receiving Party previously publicly disclosed results and comparative information, including revenues on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided thatquarterly and annual basis, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, and (iii) that financial results on quarterly and annual basis. (D) Notwithstanding the Receiving Party can establish is already in its possession foregoing, BC or Bluegreen may use information regarding the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf performance of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or Company’s receivables portfolio in connection with disclosing its Affiliates without the use or benefit performance as a servicer of any information that would otherwise be Confidential Information.receivables in related matters. 

Confidentiality; Public Announcements. (a) Purchaser and Seller shall hold the Confidential Information in confidence, and in connection therewith Purchaser and Seller shall not show this Agreement or the other Confidential Information to any third party other than as set forth below. The parties acknowledge that any existing confidentiality agreement entered into by between Seller and Purchaser or any of its affiliates with respect to the Parties (or their Affiliates), dated September 10, 2021, Property shall survive be terminated as of the execution date hereof and delivery shall be of this Agreement in accordance with its termsno further force and effect. (b) The Parties (eachNotwithstanding the foregoing, Purchaser and Seller may make the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and available to their respective Representativesemployees, officers and principals and those Disclosure Parties who, with respect to Purchaser, in each casePurchaser's sole judgment and, who with respect to Seller, in Seller's sole judgment, need to know such information for the foregoing purposespurpose of evaluating the transactions contemplated hereby. If Purchaser or Seller make the Confidential Information available to any Disclosure Party, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return then Purchaser or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is tradedSeller, as applicablethe case may be, shall inform such Disclosure Party to keep such Confidential Information strictly confidential in accordance with this Agreement. If Purchaser or Seller, as the Receiving Party or its Affiliatescase may be, or shall be responsible for any violation of this provision by their respective RepresentativesDisclosure Parties but not for punitive or consequential damages. In addition, become legally compelled Purchaser or Seller, as the case may be, shall be entitled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or becomes generally available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party other party or any of its Affiliates employees, agents, representatives or Representatives consultants to the public or to any third party in breach hereof), violation of this Agreement; (ii) that is or becomes available to Purchaser or Seller, as the Receiving Party on a non-confidential basis case may be, from a source other than the Disclosing Party 28 other party or its representatives, provided that Purchaser or Seller, as the case may be, has no reason to believe (in its reasonable judgment) that such source is itself bound by any nondisclosure obligation in favor of the other party; (iii) was rightfully in the possession of Purchaser or Seller, as the case may be, prior to its Affiliates receipt from the other party or Representativesits representatives; provided that(iv) Purchaser or Seller, as the case may be, is required to disclose by Requirement of Law or by any Governmental Entity of competent jurisdiction or to comply with any applicable securities law or regulations, provided, to the knowledge extent practical, Purchaser or Seller, as the case may be, shall provide the other party with reasonable prior written notice of such Receiving Partydisclosure obligation; or (v) is disclosed in connection with obtaining the XXX Transfer or the Approval Order. (c) Upon the termination of this Agreement, such source was not prohibited from disclosing such information the Confidential Information and all copies thereof, except for that portion thereof which consists of analyses, compilations, studies or other documents prepared by Purchaser or its agents, will be returned to Seller upon request without Purchaser retaining any copies thereof. That portion of the Confidential Information which consists of analyses, compilations, studies or other documents prepared by Purchaser or its agents will be held by Purchaser and kept confidential and subject to the Receiving Party by terms of this Agreement. (d) Neither party shall make or authorize a legalpress release or publicity notice or announcement of the terms of the Agreement, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession transactions contemplated hereby, prior to the Closing, without the consent of the other party, which consent shall not be unreasonably withheld or delayed. The party making such release or announcement shall furnish to the other party advance copies of any release or other publicity notice or announcement which it proposes to make public with respect to this Agreement and/or the transactions contemplated hereby. (e) The provisions of its Affiliates this Section 13.15 shall survive the Closing or Representatives (other than information furnished by or on behalf termination of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Informationthis Agreement.

Confidentiality; Public Announcements. (a) The confidentiality agreement Seller and Buyer each confirms that it has entered into the Confidentiality Agreement and that it is bound by, and will abide by, the provisions of the Confidentiality Agreement, the terms of which remain in full force and effect. If this Agreement is terminated, the Confidentiality Agreement will remain in full force and effect, and all copies of documents containing confidential information of a disclosing party will be returned by the Parties receiving party to the disclosing party or be destroyed, as provided in the Confidentiality Agreement. No party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the Transactions without the prior consent of Buyer (in the case of the Seller) or their Affiliatesthe Seller (in the case of Buyer), dated September 10except as required by applicable Law, 2021provided that prior to making any such public announcement or communication, Buyer shall survive permit Seller to review and make comments to such public announcement or communication and Buyer shall consider any comments of Seller in good faith and use good faith efforts to incorporate such comments in the execution and delivery of this Agreement in accordance with its termspublic announcement or communication. (b) The Parties If the Buyer or any Affiliate of the Buyer is required to file any registration, report, statement or other documentation with the Securities and Exchange Commission or any other similar Governmental Authority (each, a “Public Filing”), including a Form 10-Q and Form 10-K, which describes or references the “Receiving Party”) hereby covenant and agree, each on behalf Transactions or the business or operations of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) member of the Company Group prior to the Closing Date, or includes as an exhibit to such filing this Agreement or any other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required document executed in connection with an examination by an insurance regulatory authoritythe Transactions, (ii) then prior to making any such Public Filing with a Governmental Authority, Buyer shall permit Seller to review and make comments to the extent necessary for provisions of the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement Public Filing which relate to the Transactions or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party business or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules operations of any stock exchange on which member of the stock Company Group prior to Closing. Buyer shall consider any comments of a Receiving Party’s Affiliate is traded, as applicable. If Seller in good faith and use good faith efforts to incorporate such comments in the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b)Public Filing. In the event that such protective order or other remedy is not obtained, or Seller shall request the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion redaction of Confidential Information which is legally required certain sensitive information in any exhibit to be provided and exercise its commercially reasonable efforts to obtain assurances filed, then Buyer will cooperate with Seller in requesting that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available other similar Governmental Authority consent to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Informationredaction.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into Each party shall keep confidential and not disclose any nonpublic information provided by the Parties (other party or their Affiliates), dated September 10, 2021, shall survive its agents for such party’s use in connection with the execution and delivery Repurchase Transaction or the negotiation of this Agreement (the “Confidential Information”), and shall not publish, disclose or otherwise divulge, such Confidential Information without such other party’s prior written consent, except to such party’s officers, directors, agents, or employees on a confidential and need-to-know basis; provided that such party accepts responsibility for compliance by such parties with the provisions of this Agreement; provided, further, that nothing herein shall prevent such party from disclosing any Confidential Information (a) pursuant to the order of any court or administrative agency or in accordance any legal, judicial or administrative proceeding, or otherwise as required by applicable law based on the advice of counsel (in which case such party agrees, to the extent not prohibited by applicable law or regulation, to inform the other party promptly thereof prior to disclosure), (b) pursuant to obligations of such party under law, regulation or any listing agreement with its termsany securities exchange or the requirements of any self-regulatory organization or as contemplated by Section 4.12(b) (in which case such party agrees, to the extent not prohibited by applicable law or regulation, to inform the other party promptly thereof prior to disclosure), (c) in response to routine examinations, regulatory sweeps and other regulatory inquiries by a regulatory or self-regulatory authority, bank examiner or auditor, and (d) to the extent that such Confidential Information becomes publicly available other than by reason of improper disclosure by such party. (b) The Parties (each, Subject to each party’s disclosure obligations imposed by law or obligations pursuant to any listing agreement with any securities exchange or the “Receiving Party”) hereby covenant and agreerequirements of any self-regulatory organization, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the parties hereto will cooperate with each other Party (party in the “Disclosing Party”) or permit their respective Representatives development and dissemination of all public news releases and other public information containing disclosures with respect to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and (it being understood that the other Transaction Agreements, including any information regarding Purchaser intends to issue a press release announcing execution of this Agreement with a description of the Subject Business or provisions or terms of this Agreement or in substantially the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are requiredform presented by Purchaser to BMS), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Information.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by After the Parties Closing, each party hereto shall, and shall cause each of their Representatives to, hold, in strict confidence from any Person all non-public documents and information concerning the terms and existence of the Agreement and the other Transaction Documents or the consummation of the Transactions or any non-public information about Acquirer or the Company, as applicable (or their Affiliatescollectively, “Confidential Information”), dated September 10, 2021, shall survive the execution and delivery of this Agreement in accordance with its terms. except (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (iia) to the extent necessary for that such documents or information were or become available in the performance public domain (either before or after the furnishing of such Receiving Party’s and its Affiliates’ obligations under this Agreement documents or under any other Transaction Agreementinformation hereunder) through no fault of the receiving Person, (iiib) in dispute resolution proceedings involving Acquirer and concerning the Transactions, for disclosures to enforce the rights of courts or arbitrators involved in such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, proceedings and to their respective Representativesother Persons involved in such proceedings (e.g., in each case, who need to know such information for the foregoing purposes, (vattorneys and expert witnesses) as required under any Applicable Law, (vi) as required that are bound by a tax authority to support a position taken on any tax return confidentiality restrictions or (viic) as required by the rules of any stock exchange on which the stock of that a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled party shall be permitted to disclose any Confidential Information to its Representatives (other than as required each of whom has a need to know such Confidential Information in connection with an examination by an insurance regulatory authority or as required the Transactions and is subject to a tax authority similar obligation of confidentiality) or to support a position taken on any tax return)Governmental Body to the extent necessary or advisable in compliance with Applicable Law; provided that in the case of disclosure to any Governmental Body, the Receiving Party disclosing party shall provide give notice to the Disclosing Party non-disclosing party of any such disclosure and cooperate with prompt written notice the non-disclosing party (at the expense of such requirement (if permitted by Applicable Lawthe non-disclosing party) so that the Disclosing Party may seek to obtain a protective order or other remedy or waive compliance with this Section 16.2(b)remedy. In the event that such protective order or other remedy is not obtained, obtained or the Disclosing Party non-disclosing party waives compliance with the provisions of this Section 16.2(b5.1(a), the Receiving Party or its Affiliates, as applicable, disclosing party shall furnish disclose to the Person compelling disclosure only that portion of the Confidential Information which that the disclosing party is advised, by its counsel, is legally required to be provided and exercise its shall use commercially reasonable efforts to obtain assurances reliable assurance that appropriate confidential treatment will be is accorded to the Confidential InformationInformation so disclosed (to the extent available). (cb) The Receiving Party, on behalf Neither party will nor any of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with will, directly or indirectly, issue any press release or other public statement relating to the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the Transactions or use the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make party’s name or refer to such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure party directly or indirectly in connection with the parties’ relationship with the Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of such party, unless required by Applicable Law. To the extent necessary as determined by the Receiving Party or any of its Affiliates or Representatives Company and Acquirer, the Company and Acquirer cooperate in breach hereof), (ii) good faith to develop a communication plan that is or becomes available allows the parties to disclose the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf sale of the Disclosing Party) or (iv) that is independently developed by Purchased Assets to commercial parties as necessary to facilitate completion of the Receiving Party or its Affiliates without Transactions and performance of the use or benefit terms of this Agreement, and parties shall comply with such plan in any information that would otherwise be Confidential Informationpermitted external communication.

Confidentiality; Public Announcements. Each Purchaser agrees, and agrees to cause its Affiliates, to at all times hold in confidence and keep secret and inviolate all of the Company's confidential information, including, without limitation, all unpublished matters relating to the business, property, accounts, books, records, customers and contracts of the Company, which the Purchaser or any such Affiliates may or hereafter come to know; provided, however, that, except as otherwise provided herein, the Purchaser may disclose any such information (a) The to its representatives and agents who agree to be bound by such confidentiality agreement entered into by the Parties (or their Affiliates)provisions, dated September 10, 2021, shall survive the execution and delivery of this Agreement in accordance with its terms. (b) The Parties that otherwise is or has become generally available to the public (eachwithout breach of this Section 8.3), (c) as to which Purchaser has obtained knowledge from sources other than the “Receiving Party”) hereby covenant and agree, each on behalf Company or the managers or the officers of itself and on behalf of its Affiliatesthe Company (provided, that from and after such source is not known to such Purchaser to be bound by a confidentiality agreement with the date hereofCompany), the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge (d) that it is required to disclose to any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) Governmental Authority by Law or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information subpoena or portions thereof (i) if legally compelled to do so judicial process or as is required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the its rights of such Receiving Party hereunder or its Affiliates that is required to be disclosed under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on to which the stock of a Receiving Party’s any Purchaser or an Affiliate is tradedsubject, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return)which case, the Receiving Party disclosing Purchaser shall provide the Disclosing Party Company with prompt written advance notice of such requirement (if permitted by Applicable Law) disclosure so that the Disclosing Party may Company shall have the opportunity if it so desires to seek a protective order or other appropriate remedy or waive compliance and, in connection with this Section 16.2(b). In any disclosure required by the event that such protective order or other remedy is not obtained, Commission or the Disclosing rules of or any stock exchange to which a Purchaser or any Affiliate of a Party waives compliance with this Section 16.2(b)is subject, the Receiving Party or its Affiliates, as applicable, disclosing Purchaser shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially use reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded for such disclosure (to the Confidential Information. (c) The Receiving Party, on behalf of itself extent reasonably available). Each Purchaser and on behalf of its Affiliates and their respective Representatives, acknowledges agree that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party such confidential information shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives used only in connection with the transactions contemplated by this Agreement business of the Company, and the Purchaser's investment therein, and not for any other Transaction Agreementspurpose, including including, without limitation, in connection with any information competitive or potentially competitive activities. Any publicity release, advertisement, filing, public statement or announcement made, regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time any of the disclosuretransactions contemplated hereby is to be first reviewed by, was ascertainable or available to and must be reasonably satisfactory to, the public (other than as a result of a disclosure directly or indirectly by Company and the Receiving Party or any of its Affiliates or Representatives in breach hereofapplicable Purchaser(s), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Information.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by parties acknowledge and agree that the Parties Confidentiality Agreement shall terminate, effective as of the Closing Date. Seller agrees that, for a period of five (or their Affiliates), dated September 10, 2021, shall survive the execution and delivery of this Agreement in accordance with its terms. (b5) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that years from and after the date hereofClosing Date, the Receiving Party Seller shall, and shall cause its Affiliates will not discloseto, give, sell, process, use or otherwise divulge any Confidential Information (treat and hold as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof confidential (i) if legally compelled to do so or all information concerning the businesses and affairs of the Company as required in connection with an examination by an insurance regulatory authority, of the Closing Date and (ii) to the extent necessary for the performance terms of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any and the other Transaction Agreement, Agreements (iiiincluding financial terms) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return)collectively, the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b“Confidential Information”). In the event that Seller or any of its Affiliates is requested or required by law, rule, regulation, stock exchange rule, or legal process to disclose any Confidential Information, it shall, to the extent permitted by Applicable Law and reasonably practicable, notify Buyer promptly of the request or requirement so that Buyer, at its expense, may seek an appropriate protective order or waive compliance with the provisions of this Section 6.03. If such protective order or other remedy is not obtained, nor is a waiver hereunder provided, and Seller or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or any of its Affiliates, as applicable, shall furnish only that portion of Affiliates is required to disclose any Confidential Information which is legally under Applicable Law, it may disclose the portions of the Confidential Information required to be disclosed (and only such portions); provided and exercise that it shall use its commercially reasonable efforts to obtain assurances obtain, at the request and expense of Buyer, an order or other assurance that appropriate confidential treatment will shall be accorded to such portion of the Confidential Information. (c) The Receiving PartyInformation required to be disclosed. Notwithstanding the foregoing, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the for purposes of this Agreement, “Confidential Information” means all confidential Information shall not include (A) information that enters the public domain (irrespective of or becomes generally known within the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are requiredindustry), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party Seller or any of its Affiliates or Representatives in breach hereof)violation of this Section 6.03, (iiB) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party information acquired by Seller or any of its Affiliates from sources other than those related to its prior ownership of the Purchased Units or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such (C) information to the Receiving Party used by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives Seller’s Subsidiaries (other than information furnished the Company) prior to the Closing Date. (b) Neither party may issue any press release or make any other public announcement relating to this Agreement or the other Transaction Agreements or the transactions contemplated hereby or thereby (including the financial terms hereof) without first consulting the other party regarding such press release or other public announcement and considering the other party’s comments in good faith (to the extent permitted by Applicable Law, any regulatory or on behalf of supervisory body or the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit rules of any information that would otherwise be Confidential Informationsecurities exchange to which the disclosing party is subject).

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by the Parties (or their Affiliates), dated September 10, 2021, shall survive the execution and delivery of this Agreement in accordance with its terms. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from From and after the date hereof, Closing and for so long as the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) confidentiality obligations contained in Section 4.6 of the other Party (Shareholders Agreement remain in effect, Cementos and the “Disclosing Party”) Argos Parties shall not disclose or permit use, and shall cause their respective Subsidiaries and shall instruct its and their respective Representatives not to do the samedirectly or indirectly disclose or use, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally unless compelled to do so disclose by judicial or as required in connection with an examination administrative process or by an insurance regulatory authority, (ii) to the extent necessary for the performance other requirements of such Receiving Party’s and its Affiliates’ obligations under this Agreement Applicable Law or under by any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party rule or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules regulation of any stock exchange (in which case such Argos Parties shall use reasonable best efforts to (x) consult with Summit prior to making any such disclosure to the extent permitted by Applicable Law and reasonably practicable under the circumstances and (y) at Summit’s expense, cooperate in connection with Summit’s efforts to obtain a protective order or confidential treatment), all documents and information concerning the ANAC Companies which such party obtained by virtue of its ownership of the ANAC Companies prior to the Closing (including trade secrets, confidential information and proprietary materials, which may include the following categories of information and materials: methods, procedures, computer programs and architecture, databases, customer information, lists and identities, employee lists and identities, pricing information, research, methodologies, contractual forms, and other information, whether tangible or intangible, which is not publicly available generally) (collectively, the “Confidential Information”), except to the extent that such Confidential Information that can be shown to have been (i) in the public domain through no fault of, or breach of this Agreement on which the stock part of, any of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party Argos Parties or its Affiliates, any of their Affiliates or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided Representatives and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving later lawfully acquired by such Argos Party on a non-confidential basis from a source sources other than the Disclosing ANAC Companies, Summit or any of their respective Affiliates or their Representatives (or sources otherwise relating to any of the Argos Parties’ prior ownership of the ANAC Companies) and who are not known (after reasonable inquiry) to be under an obligation of confidentiality with respect thereto. Notwithstanding the foregoing, any such Person may disclose such Confidential Information (x) to his, her or its tax and financial advisors for purposes of complying with such Person’s tax obligations or other reporting obligations under Applicable Law arising out of the Transaction Documents or the Transactions and (y) to his, her or its legal counsel and accountants for the purpose of evaluating the legal and financial ramifications of the Transaction Documents or the Transactions, provided, that the provisions of this Section 7.03 will not prohibit any disclosure reasonably necessary or appropriate to enforce any right or remedy relating to this Agreement or the Transactions. (b) On and after the Closing Date, upon reasonable advance written notice, Cementos and the Argos Parties shall, and shall cause their Subsidiaries to, provide any information to the extent relating to the ANAC Companies in their possession reasonably requested by Summit or any of its Subsidiaries, during normal business and without undue interruption, with respect to any period ending on or before the Closing Date and to the extent necessary or useful for Summit in connection with any audit, investigation, dispute or any other reasonable business purpose relating to the ANAC Companies. Notwithstanding anything herein to the contrary, no such access, disclosure or copying shall be permitted to the extent that such access (A) results in the loss of any attorney-client privilege of Cementos, any Argos Party or any of its their respective Affiliates or Representatives(B) violates any Applicable Law; provided thatthat in the cases of clause (ii), prior to withholding any such information, Cementos shall notify Summit in writing of the nature of the information being withheld and take any actions as may reasonably be requested by Summit, at Summit’s expense, to the knowledge of such Receiving Party, such source was not prohibited from disclosing implement alternate arrangements in order to allow Summit access to such information to the Receiving fullest extent reasonably practicable under the circumstances without causing such loss or violation. Notwithstanding anything in this Section 7.03(b) to the contrary, physical access pursuant to this Section 7.03(b) may be limited to the extent that Cementos, any Argos Party by a legalor any of their respective Affiliates reasonably determines, contractual in light of COVID-19 or fiduciary obligation owed to another Personany COVID-19 Measures, (iii) that such access would jeopardize the Receiving Party can establish is already in its possession or the possession health and safety of any of its Affiliates directors, officers, employees or Representatives. (i) The Parties agree to consult with each other before issuing or making any press release, having any communication with the press (whether or not for attribution) or making any other public statement with respect to this Agreement, the other Transaction Documents or the Transactions and (ii) the Parties shall not, and shall cause their Subsidiaries and instruct their Representatives (not to, issue any such press release, have any such communication with the press or make any such other than information furnished by public statement regarding this Agreement, the other Transaction Documents or on behalf the Transactions without the prior written consent of the Disclosing other Summit or Cementos (as applicable); provided that (A) the restrictions set forth in this Section 7.03(c) shall not apply to any release or public statement required by Applicable Law or any applicable listing authority (in which case the Parties shall use reasonable best efforts to (x) consult with each other prior to making any such disclosure to the extent permitted by Applicable Law and reasonably practicable under the circumstances and (y) cooperate in connection with such other Party’s efforts to obtain a protective order) and (B) a Party may make oral or written public announcements, releases or statements without complying with the foregoing requirements if the substance of such announcements, releases or statements was previously publicly disclosed in accordance with the foregoing requirements. (ivd) The confidentiality and use restrictions with respect to Evaluation Material (as defined in the Confidentiality Agreement) of Cementos, Grupo Argos S.A. and their respective Subsidiaries in the Confidentiality Agreement are hereby incorporated by reference, mutatis mutandis, and shall continue in full force and effect until the second anniversary of the Closing; provided that is independently developed by the Receiving Party or its Affiliates without other terms and conditions of the use or benefit of any information that would otherwise be Confidential InformationConfidentiality Agreement shall terminate at the Closing.

Confidentiality; Public Announcements. (a) The Subject to disclosure obligations under applicable securities laws, Seller and Purchaser agree that each will use their commercially reasonable best efforts to maintain the confidentiality agreement entered into of and shall not use for its own benefit or the benefit of any third party the terms and provisions of this Agreement, including the Purchase Price, and the information and materials marked as “confidential” and delivered to them or made available for their inspection pursuant to this Agreement; provided, however, the parties may reveal the confidential information of the other party to its accountants, counsel or lenders (i) who need to know such confidential information, (ii) who are informed by such party of the confidential nature of such confidential information, and (iii) who agree with the other parties to be bound by the Parties (or their Affiliates), dated September 10, 2021, shall survive the execution and delivery terms of this Agreement in accordance with its termsrespect to such confidential information. (b) The Parties In the event the Closing does not occur, Seller and Purchaser will as soon as practicable return all material of or concerning the other party obtained from such other party then in their possession and hereby covenant to keep confidential any confidential information concerning the other party and ascertained from their review for a period of five (each5) years commencing upon the termination of this Agreement. Notwithstanding the foregoing, the “Receiving Party”) hereby covenant prohibitions and agree, each on behalf of itself and on behalf of its Affiliates, restrictions set forth in this Section 11.14 shall not apply to any information that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable disclosure or thereafter is generally known to and available to for use by the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereofeither party), (ii) that is or becomes at the time of disclosure was available to the Receiving Party on a non-confidential nonconfidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; parties, provided that, to the knowledge of such Receiving Party, that such source is not and was not prohibited from disclosing such information to the Receiving Party bound by a legal, contractual or fiduciary obligation owed to another Personconfidentiality agreement with either party, (iii) that was known by the Receiving Party can establish is already in its possession receiving party prior to receiving the information from the providing party or the possession of has been independently acquired or developed by either party without violating any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) respective obligations under this Agreement, or (iv) that is independently developed required to be disclosed by any Law. (c) Except as otherwise provided in this Agreement or in any other agreement entered into by the Receiving Party or its Affiliates parties pursuant to this Agreement, no party hereto shall, without the approval of the other parties hereto, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that any such party shall be so obligated by Law, in which case the other parties shall be so advised and the parties shall use their best efforts to cause a mutually agreeable release or benefit announcement to be issued; provided, however, that the foregoing shall not preclude communications or disclosures necessary to implement the provisions of any information that would otherwise be Confidential Informationthis Agreement or to comply with disclosure obligations under applicable securities laws.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by Subject to disclosure obligations under applicable securities laws, the Parties (parties agree that they shall not use for its own benefit or their Affiliates), dated September 10, 2021, shall survive the execution benefit of any third party in violation of applicable securities laws the terms and delivery provisions of this Agreement in accordance with its terms. (b) The Parties (eachAgreement, including the Purchase Price, and other material nonpublic information and material delivered to them or made available for their inspection pursuant to this Agreement; provided, however, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) parties may reveal such information of the other Party (the “Disclosing Party”) party to its accountants, counsel or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof lenders (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposesconfidential information, (vii) as required under any Applicable Lawwho are informed by such party of the confidential nature of such confidential information, and (viiii) as required by a tax authority who agree with the other parties in writing to support a position taken on any tax return or (vii) as required be bound by the rules terms of any stock exchange on which the stock of a Receiving Party’s Affiliate is tradedthis Agreement with respect to such confidential information. Moreover, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required Purchaser may in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In Regulation FD and other state and federal securities laws, disclose forward looking projections including the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required financial information disclosed to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach it by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement Company or otherwise available in equity or at law. (d) For the purposes arising out of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement to analysts, shareholders, potential investors and others in the investment community. (b) In the event the Closing does not occur, Selling Parties and Purchaser will as soon as practicable return all material of or concerning the other Transaction Agreementsparty obtained from such other party then in their possession and hereby covenant to keep confidential any confidential information concerning the other party and ascertained from their review for a period of five (5) years commencing upon the termination of this Agreement. Upon Closing, including any information regarding transferred to Purchaser as an Acquired Asset, shall be deemed to be the Subject Business or provisions or terms confidential and proprietary information of this Agreement or the other Transaction Agreements (provided that, notwithstanding Purchaser hereunder. Notwithstanding the foregoing, each Party may make such disclosures the prohibitions and restrictions set forth in its filings with this Section 12.13 shall not apply to any information that, other than as a result of actions or omissions by Selling Parties or their Affiliates occurring on or after the U.S. Securities and Exchange Commission as it believes are required)Effective Date, except information (i) which, at the time of the disclosure, was ascertainable disclosure or thereafter is generally known to and available to for use by the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereofeither party), (ii) that is or becomes at the time of disclosure was available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; parties, provided that, to the knowledge of such Receiving Party, that such source is not and was not prohibited from disclosing such information to the Receiving Party bound by a legal, contractual or fiduciary obligation owed to another Personconfidentiality agreement with either party, (iii) that was known by the Receiving Party can establish is already in its possession receiving party prior to receiving the information from the providing party or the possession of has been independently acquired or developed by either party without violating any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) respective obligations under this Agreement, or (iv) that is independently developed required to be disclosed by any Law. (c) Purchaser may, after giving three (3) days prior written notice to Company (unless earlier disclosure is required by SEC rules or regulations, in which case Purchaser shall notify Company as soon as possible), make press releases and public announcements regarding the execution of this Agreement and the Closing of the transactions contemplated hereby. Except for the press releases and public announcements described in the preceding sentence and except as otherwise provided in this Agreement or in any other agreement entered into by the Receiving Party or its Affiliates parties pursuant to this Agreement, no party hereto shall, without the approval of the other parties hereto, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that any such party shall be so obligated by Law, in which case the other parties shall be so advised and the parties shall use their best efforts to cause a mutually agreeable release or benefit announcement to be issued; provided, that the foregoing shall not preclude communications or disclosures necessary to implement the provisions of any information that would otherwise be Confidential Informationthis Agreement or to comply with the disclosure obligations under applicable securities laws.

Confidentiality; Public Announcements. (ai) The confidentiality agreement entered into Parties undertake with each other that they shall treat as strictly confidential all information received or obtained by the Parties (them or their Affiliates)employees, dated September 10, 2021, shall survive agents or advisers in connection with the execution and delivery entry into or the performance of this Agreement in accordance with its termsincluding information relating to the provisions of this Agreement, the negotiations leading up to this Agreement, the subject matter of this Agreement, and the business or affairs of any other Party and subject to the provisions of this section that they will not at any time hereafter make use of or disclose or divulge to any Person any such information and shall use all reasonable efforts to prevent the publication or disclosure of any such information. (bii) The Parties restrictions contained in this section shall not: (eachA) apply to any disclosure which, pursuant to relevant Laws and rules, any Governmental Authority requires any Party to make (including the “Receiving disclosure required to be made to any Governmental Authority in any Party”) hereby covenant 's application for consent or approval for transactions contemplated hereunder), provided that written consent as to the form and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will content (which consent shall not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined belowbe unreasonably withheld) of the other Party has been obtained prior to any disclosure of information in public announcement involving such other Party; (B) restrict or prohibit any Party in or from making any disclosure to any professional adviser for the “Disclosing Party”purposes of obtaining necessary professional advice; provided such Party shall procure that such professional adviser observes the confidentiality obligation set forth in this section; (C) or permit apply to any disclosure from the Purchaser to its parent and any of its Affiliates and their respective Representatives directors, officers and employees; and (D) apply to do information which was in the same, except that each Receiving Party may disclose such Confidential Information public domain or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) otherwise known to the extent necessary for relevant Party before it was furnished to it by another Party hereto or, after it was furnished to that Party, entered the performance public domain otherwise than as a result of such Receiving a breach by that Party of this this section or a breach of a confidentiality obligation by the disclosing Party’s and its Affiliates’ obligations under , where the breach was known to that Party. (iii) No Party shall make, nor shall cause to be made, any press release or public announcement in respect of this Agreement, the identity of the parties to this Agreement or under the transactions contemplated thereby or otherwise communicate with any news media without the prior written consent of the other Transaction AgreementParty, unless otherwise required by Law or applicable stock exchange regulation (iii) to enforce and then only after consultation with the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates), and the Parties shall cooperate as to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules timing and contents of any stock exchange on which such press release, public announcement or communication. In the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving event that any Party or its Affiliates, or any of their respective Representativesits agents, become representatives, Affiliates, employees, officers or directors becomes legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return)such confidential information, the Receiving such Party shall provide the Disclosing other Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing such other Party may seek a protective order or other remedy remedy, or waive compliance with this Section 16.2(b)provide a written consent as to the form and content of the disclosure (which consent shall not be unreasonably withheld) of the other Party prior to any such disclosure of confidential information. In the event that such protective order or other remedy is not obtained, or the Disclosing such other Party waives waive compliance with this Section 16.2(b)this section, the Receiving Party or its Affiliates, as applicable, legally compelled to disclose such confidential information shall furnish only that portion of Confidential Information such confidential information which is legally required to be provided and exercise its commercially all reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Information.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by Each of the Parties acknowledges and agrees that the Confidentiality Agreement shall be terminated upon the Closing. From and after the Closing, Seller shall hold and shall cause each of its Affiliates to hold, and Seller shall use its commercially reasonable efforts to cause its and its Affiliates’ respective officers, directors, managers, partners, employees, advisors, agents, and other representatives to hold, in confidence, unless compelled to disclose by Law, all confidential documents and information concerning the Company Group (“Company Confidential Information”). Notwithstanding the foregoing, it is acknowledged and agreed that Seller may disclose Company Confidential Information to Seller’s representatives, so long as any such representatives to whom disclosure is made need to know such Company Confidential Information in connection with any matter related to the Transactions or their Affiliates)any bona fide disagreement or dispute relating hereto or to prepare financial statements or prepare and file Tax Returns or other Tax filings, dated September 10or are subject to an obligation or duty, 2021, shall survive the execution and delivery of this Agreement to keep all such Company Confidential Information confidential in accordance with the terms hereof. If Seller or any of its termsAffiliates or representatives are requested or required by any Governmental Authority to disclose any such Company Confidential Information, such Party shall, to the extent not prohibited by applicable Law, promptly provide prior written notice of such disclosure to Buyer of the same to permit Buyer to seek a protective order or take other action deemed reasonably appropriate by Buyer. In such circumstances, Seller shall, and shall cause its Affiliates and representatives to, reasonably cooperate at Buyer’s sole cost and expense with Buyer in Buyer’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be afforded to such Company Confidential Information. If, absent the entry of a protective order, Seller, its Affiliates or representatives are advised by their respective legal counsel that they are compelled as a matter of Law to disclose any such Company Confidential Information, such Person may disclose to the party compelling disclosure only that part of such Company Confidential Information as is required by Law to be disclosed, and such Person shall exercise its commercially reasonable efforts to obtain confidential treatment for all such information. Notwithstanding the foregoing, Company Confidential Information shall not include information that (i) can be shown to have been in the public domain through no fault of Seller, (ii) becomes available to Seller on a nonconfidential basis from a source, other than the Company Group or the current or former employees or consultants or independent contractors of the Company Group, Buyer or any of their Affiliates, which, to the knowledge of Seller has no obligation of confidentiality with respect to such Company Confidential Information, (iii) was independently developed by Seller without reference to or use of such Company Confidential Information or (iv) was released pursuant to written authorization of the Company Group. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so agree that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required initial press release to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach issued by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives Xxxxx in connection with the transactions contemplated hereby shall be in a form mutually agreed upon by Xxxxx and Seller; provided, however, Buyer shall have the right, without the need to obtain any prior consent, to make any public disclosure concerning this Agreement and the Transactions that it reasonably believes in good faith and upon the advice of counsel (including internal counsel) is required by securities Laws or listing standards applicable to Buyer. The Seller Parties agree not to issue any press release or make any other Transaction Agreementspublic announcement or other disclosure relating to this Agreement and the Transactions without the prior written approval of Buyer. Buyer and its Affiliates shall be permitted to issue press releases, including make public announcements and communicate with employees, customers, suppliers, investors and others without the consent or participation of Seller or any other Person. The Seller Parties shall have the right (i) to make disclosures concerning this Agreement and the Transactions to its representatives, so long as any such representatives to whom disclosure is made need to know such information regarding in connection with any matter related to the Subject Business Transactions or provisions any bona fide disagreement or dispute relating hereto or to prepare financial statements or prepare and file Tax Returns or other Tax filings and also agree, or are subject to an obligation or duty, to keep all such information confidential, and (ii) upon the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed), to make disclosures concerning this Agreement and the Transactions to its representatives and to make “tombstone” type announcements (which shall in no case involve disclosure of the terms of this Agreement or the any other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are requiredAncillary Agreement), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Information.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by the Parties (or their Affiliates)Enstar Group Limited and AXIS Specialty U.S. Services, Inc., dated September 10as of June 28, 20212024, shall survive the execution and delivery of this Agreement in accordance with its terms. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the any other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or return, (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or (viii) in the case of the Reinsurer, any of their respective Representativesthird-party retrocessionaire or proposed retrocessionaire, become legally compelled provided that such third- party expressly agrees to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required be bound to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information16. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Information.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by the Parties (or their Affiliates), dated September 10, 2021, shall survive the execution and delivery of this Agreement in accordance with its terms. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Information.Section

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into Except as otherwise authorized in advance in writing by the Parties (Purchaser, no Seller shall, directly or their Affiliates)indirectly, dated September 10use, 2021disclose, shall survive the execution and delivery of reverse engineer, divulge, sell, exchange, furnish, give away, transfer or otherwise reveal in any way, any Confidential Information. For clarity, each Seller’s obligations under this Agreement are in accordance with its termsaddition to, and not in lieu of, any other obligations such Party has to protect, keep confidential or refrain from using Confidential Information (including any duty or obligation arising under applicable Law, Order or any Organizational Document, by Contract or otherwise). The duties and obligations pursuant to this Section 7.2 will continue for so long as the materials, information or data in question continue to constitute a Trade Secret or Confidential Information. (b) The Parties (eachIn the event any Seller is, the “Receiving Party”) hereby covenant and agreeon advice of legal counsel, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use required pursuant to an Action by or otherwise divulge before any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled Governmental Authority to disclose any Confidential Information Information, such Seller shall promptly notify Purchaser in writing (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if extent permitted by Applicable applicable Law) prior to disclosing any Confidential Information so that the Disclosing Party Purchaser may seek a protective order or other appropriate remedy or at Purchaser’s sole cost or, if it chooses, waive compliance with the applicable provision of this Section 16.2(b)Agreement. In Each Seller agrees to (i) use commercially reasonable efforts, at Purchaser’s expense, to cooperate with Purchaser and Purchaser’s Affiliates (including the event that Company and its Subsidiaries) to preserve the confidentiality of such protective order Confidential Information consistent with applicable Law, Order or other remedy is not obtainedappropriate remedy, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall (ii) furnish only that portion of such Confidential Information which which, in the reasonable opinion of such Party’s legal counsel, such Party is legally required compelled to be provided disclose and exercise its (iii) use commercially reasonable efforts to assist Purchaser to obtain assurances reliable assurance that appropriate confidential treatment will be accorded to the Confidential Informationafforded any such information so disclosed. (c) The Receiving PartyExcept to the extent issuance is required by Law, on behalf of itself the Sellers shall not, and on behalf of its shall cause their Affiliates and their respective RepresentativesRepresentatives not to, acknowledges that a breach issue any press releases, announcements or other releases of its obligations under this Section 16.2 may result in irreparable injury information related to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement Documents or the other Transaction Agreements (provided thatTransactions, notwithstanding without the prior written consent of Purchaser. Notwithstanding the foregoing, each Party QHP Capital L.P. may make such disclosures in issue announcements and other releases of information to its filings with the U.S. Securities general and Exchange Commission limited partners and other Affiliates that are subject to obligations of confidentiality at least as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than restrictive as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing those set forth herein. Each Seller may disclose such information to the Receiving Party by a legalits professional advisors as reasonably necessary, contractual or fiduciary obligation owed provided they are subject to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession obligations of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Informationconfidentiality at least as restrictive as those set forth herein.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by the Parties (or their Affiliates), dated September 10, 2021, shall survive Any press release announcing the execution and delivery of this Agreement shall be issued in accordance such form as shall be mutually agreed upon by the Parties. Each Party shall consult with its termsthe other Party before issuing any other press release or otherwise making any public statement with respect to this Agreement or the transactions contemplated by this Agreement (except for communications and disclosures required by law, provided that the disclosing Party shall use commercially reasonable efforts to consult with the other Party in advance of such communication or disclosure). (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from From and after the date hereof, the Receiving Party Parties shall, and shall cause their Affiliates and their employees, consultants, agents and advisors to, keep confidential and not use for its Affiliates benefit or for the benefit of any other Person, any and all non-public information, which includes, without limitation, confidential information relating to or provided under the Alliance Agreements (including those Alliance Agreements that will not disclose, give, sell, process, use terminate on the Initial Closing Date or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required thereafter in connection with an examination by an insurance regulatory authorityAdditional Closing or pursuant to their respective terms), (ii) to the extent necessary for the performance of relating to such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates; provided, however, that the Parties shall not be liable hereunder with respect to any disclosure to the extent such disclosure is requested or required by law, including applicable rules of any securities exchange, or pursuant to a subpoena, civil investigative demand (or similar process), order, statute, rule or other legal or similar requirement promulgated or imposed by a court or by a Governmental Authority or otherwise in connection with any judicial, administrative or similar proceeding (including in response to oral questions, interrogatories or other requests for information or documents). If the Parties or any of their respective Representatives, become legally compelled Affiliates are requested or required by any law to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return)non-public information, the Receiving Party shall Parties shall, to the extent permissible by law, provide the Disclosing other Party with prompt written notice of such request or requirement (if permitted by Applicable Law) so that the Disclosing such other Party may seek a protective order or other appropriate remedy or and/or waive compliance with the provisions of this Section 16.2(b)8.8. In If, in the event that such absence of a protective order or other remedy is not obtained, or the Disclosing receipt of a waiver from the other Party waives compliance with this Section 16.2(b)nonetheless, on the advice of counsel, are requested or required by law to disclose any non-public information, the Receiving Party Parties or its Affiliatestheir Affiliates may, as applicablewithout liability hereunder, shall furnish disclose only that portion of Confidential Information non-public information which such counsel advises such disclosing Party, that is legally requested or required by applicable law to be disclosed; provided and that to the extent permissible by law, the Parties exercise its their commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to preserve the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event confidentiality of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such non-public information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding . Notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except non-public information shall not include information that: (i) which, at the time of the disclosure, was ascertainable is or becomes available to the public (other than as a result of a disclosure directly or indirectly by the Receiving a Party or any of its Affiliates or Representatives in breach hereof), of this Section 8.8; (ii) that is or becomes available to the Receiving a Party on a non-confidential basis or its Affiliates from a source other than the Disclosing other Party or any its respective Affiliates; provided that the source of such information is not known by the receiving Party or its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party be bound by a legalconfidentiality agreement with, contractual or other contractual, legal or fiduciary obligation owed of confidentiality to, the disclosing Party with respect to another Person, such information; or (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving a Party or its Affiliates without the use or benefit breach of any information that would otherwise be Confidential Informationthis Agreement.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into In further consideration for the payment of the Aggregate Closing Consideration, and in order to protect the value of the Equity Interests purchased by Buyer pursuant hereto (including the Parties (or their Affiliatesgoodwill inherent in the Company as of the Closing), dated September 10as of the Closing, 2021each Securityholder agrees on behalf of itself and its respective controlled Affiliates (to the extent they have received Confidential Company Information) that: (i) such Securityholder has received, had access to and, to the extent applicable, contributed to Confidential Company Information; (ii) unless such Securityholder first secures the written consent of an authorized representative of Buyer, such Securityholder shall survive the execution not use for himself, herself, itself or anyone else, and delivery of this Agreement in accordance with its terms.shall not disclose to others, any Confidential Company Information; and (iii) such Securityholder shall use reasonable care to safeguard Confidential Company Information and to protect it against disclosure, misuse, espionage, loss and theft; (b) The Parties (eachBuyer, Company the Securityholder Representative and each Securityholder agree that the Securityholder Representative, each Securityholder, the “Receiving Party”Company and Buyer will (i) hereby covenant treat and agree, each on behalf of itself hold all Confidential Transaction Information as confidential and on behalf of its Affiliates, (ii) refrain from disclosing any Confidential Transaction Information to any Person that from and after is not a party hereto (other than to the date hereofextent required by an applicable Order, the Receiving Party provisions of applicable Law, or any applicable stock exchange regulations, the performance of such party’s obligations pursuant to this Agreement or for financial reporting purposes and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party any party hereto may disclose such Confidential Transaction Information or portions thereof to (iA) if legally compelled to do so or its respective employees, accountants, advisors and other representatives as required necessary in connection with an examination by an insurance regulatory authority, the ordinary conduct of its respective businesses and (iiB) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representativesshareholders, in each case, who need to know such information for the foregoing purposes, case of (vA) as required under any Applicable Law, and (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable LawB) so that the Disclosing Party may seek a protective order long as such Persons agrees to or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required are bound by contract to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to keep the Confidential InformationTransaction Information confidential). (c) The Receiving PartyBuyer acknowledges and agrees that, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury prior to the Disclosing Party. In the event of the breach Closing, any and all Confidential Company Information, as well as any and all information disclosed to or obtained by the Receiving Party Buyer or any of its Affiliates or their respective Representatives pursuant to the provisions of any this Agreement, including without limitation, Section 2.03 and Section 7.06, shall constitute “Confidential Information” of the terms Company under and conditions within the meaning of this Section 16.2(b)the Confidentiality Agreement; provided, however, that nothing herein shall in any manner derogate from Buyer’s confidentiality undertakings under the Disclosing Party shall be entitled Company’s investor rights agreement in effect from time to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at lawtime. (d) For Nothing in this Agreement or in the purposes Confidentiality Agreement shall be interpreted or construed to limit, or interfere in any way with, the right of Buyer, the Company or the Securityholder Representative to use or disclose any information, including any confidential information, in a dispute with any of the other parties hereto in connection with this Agreement, including, without limitation, in connection with any claim in accordance with Section 11.07 below, or in connection with handling any dispute concerning the obtainment of the Regulatory Approval Milestone and/or the Sales Milestone, in accordance with the provisions hereof, to the extent required. (e) From the date hereof through the Closing Date, except as required pursuant to an applicable Order, the provisions of applicable Law or any applicable stock exchange regulations, no public release or announcement concerning the transactions contemplated hereby shall be issued or made by or on behalf of any party without the prior written consent of Buyer, the Company and the Securityholder Representative (in each case, not to be unreasonably withheld, conditioned or delayed). Except as required pursuant to an applicable Order, the provisions of applicable Law or any applicable stock exchange regulations, no press release or public announcement related to this Agreement or the transactions contemplated hereby shall be issued or made on or after the Closing Date without the joint approval of Buyer and the Securityholder Representative (in each case, not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything herein or in the Confidentiality Agreement, the Parties agree that (i) following the execution of this Agreement, “Confidential Information” means all confidential information Buyer and the Company will issue a joint press release in the form attached hereto as Exhibit L, (irrespective ii) following the execution of this Agreement, the Securityholder Representative will issue a press release in the form attached hereto as Exhibit M, (iii) a press release will be issued on the Closing Date in a form mutually agreed upon by Buyer and the Securityholder Representative and (iv) following the Closing Date, each of the form Parties and their Affiliates may, without the prior consent of such information) of any kindthe other Parties, including any analyses, compilations, data, studies, notes, translations, memoranda issue press releases or other documents, make public announcements concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms subject matter of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings transactions contemplated hereby that are consistent with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time previous press releases or public announcements made by any of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives Parties in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Informationcompliance with this Section 7.14.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by the Parties (or their Affiliates), dated September 10, 2021, 7.6.1. Recipient shall survive the execution keep and delivery of this Agreement in accordance with its terms. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any hold Confidential Information (as defined below) of the other Disclosing Party (the “Disclosing Party”) or permit their respective Representatives to do the samein confidence, except that each Receiving Party may disclose and shall not use such Confidential Information or portions thereof (i) if legally compelled to do so or for any purpose, other than as required in connection with an examination by an insurance regulatory authority, (ii) to the extent may be reasonably necessary for the performance of such Receiving this Agreement, without Disclosing Party’s prior written consent. Recipient shall not disclose any such Confidential Information to any Person without Disclosing Party’s prior written consent, except to its and its Affiliates’ obligations under this Agreement or under any other Transaction Agreementemployees, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, consultants and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is tradedagents, as applicable. If necessary for purposes of performing Recipient’s duties hereunder, under the Receiving Party or its Affiliates, or any terms and conditions no less protective of their respective Representatives, become legally compelled to disclose any the Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b7.6. The obligations of confidentiality under this Section shall last until the earlier of (i) applicable Confidential Information is no longer secret and confidential or (ii) two years following the termination of this Agreement. 7.6.2. Notwithstanding anything herein to the contrary, Recipient may disclose Confidential Information of Disclosing Party to the extent necessary to: (a) comply with applicable laws (which, in the case of Wize, includes applicable securities laws and stock exchange regulations) or order of a governmental agency or court of competent jurisdiction, (b) to disclose information to any governmental agency for purposes of obtaining approval to test or market a Product or (c) prosecute or defend litigation; provided that if Recipient is required by law to make any such disclosure of Disclosing Party’s Confidential Information, it will seek to give advance notice to Disclosing Party of such disclosure requirement and will cooperate with such Disclosing Party to secure a protective order or confidential treatment of the Confidential Information required to be disclosed. In addition, notwithstanding anything herein to the contrary, Recipient may disclose Disclosing Party’s Confidential Information to the extent such disclosure is reasonably necessary in the following instances: (i) in order for it to fulfill its obligations herein and to conduct its ordinary course of business, to its subcontractors, vendors, outside legal counsel, accountants and auditors under obligations of confidentiality substantially similar in scope to the confidentiality obligations herein; (ii) in connection with prosecuting and enforcing intellectual property rights in connection with Recipient’s rights and obligations pursuant to this Agreement; and (iii) in connection with exercising its rights hereunder, to its Affiliates, potential and future bona fide collaborators (including sublicensees, potential and permitted acquirers or assignees and potential investment bankers, investors and lenders). 7.6.3. Each of the Parties agrees not to disclose to any Third Party the terms and conditions of this Agreement without the prior approval of the other Party, except to advisors (including financial advisors, attorneys and accountants), potential and existing bona fide investors, financing sources, merger or other business partners and acquirers, and others on a need to know basis, in each case under circumstances that reasonably protect the Disclosing Party shall confidentiality thereof, or to the extent required by applicable law (which, in the case of Wize, includes applicable securities laws and stock exchange regulations). To the extent that Wize determines it is required to file a copy this Agreement with the SEC or any stock exchange or governmental authority on which securities issued by Wize are traded, Wize will be entitled to seek equitable reliefmake such filings, including injunctive relief provided that it requests (if required by applicable SEC regulations) confidential treatment of the trade secrets, confidential commercial and specific performancefinancial information, commercial terms or sensitive technical terms contained in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all and that in any event that it redacts such terms and information from the Agreement if it determines that it required by law to file the Agreement with the SEC, in each case, to the extent such confidential information (irrespective of treatment and redactions are reasonably available under applicable law. In the form event of such information) of any kindfiling, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection Wize will provide Copernicus with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms a copy of this Agreement or marked to show provisions for which Wize intends to redact and (if required under SEC regulations) seek confidential treatment and shall in good faith consider requests of Copernicus regarding such confidential treatment that are delivered promptly thereafter if and to the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings extent consistent with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representativeslegal requirements; provided that, that Wize shall retain ultimate discretion to the knowledge of such Receiving Party, such source was not prohibited from disclosing disclose such information to the Receiving Party by a legalSEC or any stock exchange or other governmental agency (as the case may be) as it reasonably determines, contractual or fiduciary obligation owed based on advice of legal counsel, is required to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Informationso disclosed.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into Each of the parties hereby agrees to amend the terms of the Confidentiality Agreement, (“Confidentiality Agreement”) dated as of October 24, 2017, by and between Purchaser and Seller such that any Confidential Information (as defined by the Parties Confidentiality Agreement) that is included in the Purchased Assets or Assumed Liabilities shall not be treated as Confidential Information (as defined by the Confidentiality Agreement) as of the Closing Date. Each of the parties further agrees that Section 5 of the Confidentiality Agreement is amended to reflect that each party’s obligations thereunder will continue for five (5) years after the effective date of the Confidentiality Agreement. (b) Each of the parties agrees that no public release or their Affiliatesannouncement concerning the Transactions shall be issued by any party without the prior written consent of Seller and Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), dated September 10except as such release or announcement may be required by Applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, 2021in which case the party required to make the release or announcement shall use its reasonable best efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. The parties agree that each party shall coordinate with the other regarding the timing and content of such party’s press release, shall survive if any, announcing the execution and delivery of this Agreement in accordance with its terms. (b) The Parties (each, and that each such press release shall not be issued without the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) approval of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Informationparty. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Information.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into Buyer, its Affiliates and its and their Representatives shall hold in confidence all confidential information obtained by the Parties (them from Sellers or their Affiliates)respective Affiliates (including the Company Entities) and Representatives, dated September 10whether or not relating to the Company Entities, 2021the Business, the Transferred Assets or the Transferred Liabilities, in accordance with the provisions of the Confidentiality Agreement, which, notwithstanding anything set forth herein, shall survive remain in full force and effect following the execution of this Agreement and delivery shall survive any termination of this Agreement in accordance with its terms; provided, however, that, subject to Section 6.4(c), Buyer, its Affiliates and their respective Representatives shall not have any obligation hereunder or thereunder to maintain the confidentiality of information with respect to the Company Entities, the Business, the Transferred Assets or Transferred Liabilities from and after the Closing. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from From and after the date hereofClosing, the Receiving Party Seller Parent and its Sellers shall, and shall cause their respective Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit and their respective Representatives to do the samekeep confidential all, and not use or disclose to any third Person any, Confidential Information, except that each Receiving Party may disclose such as, and to the extent, required to be disclosed by any Governmental Authority or under applicable Law or Order any applicable listing agreement with, or rules and regulations of, an applicable securities exchange or in connection with the exercise of any remedies provided in this Agreement or any Transaction Document or any proceeding related to this Agreement or any Transaction Document or the enforcement of rights hereunder or thereunder. Sellers and Seller Parent shall, and shall cause their respective Affiliates and Representatives to, use their respective reasonable best efforts to safeguard Confidential Information or portions thereof and to protect it against disclosure, misuse, espionage, loss and theft. Notwithstanding the foregoing, this Section 6.4(b) shall expressly exclude such information that (i) if legally compelled is or becomes generally available to do so or the public prior to the date of disclosure by any receiving party other than as required a result disclosure by such receiving party in connection with an examination by an insurance regulatory authorityviolation hereof, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement is independently developed by or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party receiving party or any of its Affiliates or their respective Representatives of any of (iii) is approved in advance in writing by the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at lawdisclosing party for disclosure without restriction. (dc) For the purposes of this AgreementExcept as otherwise required herein, “Confidential Information” means all confidential information (irrespective each of the form of such informationParties shall use its reasonable best efforts to (i) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection develop a joint communication plan with respect to this Agreement and the transactions contemplated by hereby, (ii) ensure that all press releases and other public statements during the Interim Period and any press release or other public statement following the Closing with respect to this Agreement and the other Transaction AgreementsDocuments (including the terms hereof and thereof, and the transactions contemplated hereby and thereby) shall be consistent with such joint communication plan, and (iii) consult promptly with each other Party prior to issuing any press release or otherwise making any public statement or other public disclosure with respect to this Agreement and the other Transaction Documents, provide to each other Party for review a copy of any such press release, statement or disclosure, and not issue any such press release or make any such public statement or disclosure without the other Party’s consent, unless such Party determines in good faith that such press release, statement or disclosure is required by any Governmental Authority or under applicable Law or Order or any applicable listing agreement with, or rules and regulations of, an applicable securities exchange (including any disclosure requirement pursuant to the U.S. or Israeli securities regulations in connection with any offering or otherwise), in which case, such Party shall, prior to issuing any such press release or making any such public statement or disclosure, use its reasonable best efforts to afford the other Party a reasonable opportunity to review and comment thereon. Notwithstanding the foregoing, (x) Buyer and its Affiliates may provide general information regarding about the Subject Business or provisions or terms subject matter of this Agreement in connection with their fund raising, marketing, informational or reporting activities, (y) Buyer, its Affiliates and their respective Representatives may make customary disclosures as expressly contemplated by the other Transaction Agreements Debt Commitment Letters (provided thatincluding in connection with the syndication of the Debt Financing), notwithstanding subject to the foregoingconfidentiality undertakings set forth in the Debt Commitment Letters and (z) following the Closing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party parties may issue any press releases or any of its Affiliates public statements or Representatives in breach hereof), (ii) that is announcements regarding this Agreement and the transactions contemplated hereby which do not disclose or becomes available to include the Receiving Party on a non-confidential basis from a source purchase price or other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf economic terms of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Informationtransactions contemplated hereby.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into Each Party shall keep confidential any nonpublic material or information with respect to the business, technology, financial conditions, and other aspects of the other Parties which it is aware of, or have access to, in signing or performing the Transaction Documents (including written or oral 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 such Confidential Information to any third party other than in accordance with the provisions set forth herein. Either Party may use the Confidential Information only for the purpose of, and to the extent necessary for performing this Agreement or any other Transaction Documents, and shall not use such Confidential Information for any other purposes. The Parties (or their Affiliates)hereby agree, dated September 10for the purpose of this ‎Section 7.7, 2021, shall survive that the execution existence and delivery terms and conditions of this Agreement in accordance and other Transaction Documents and schedule hereof shall be deemed as Confidential Information until such Transaction Document has been duly filed with its termsthe SEC. (b) The Parties (eachNo press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made by any Party or its Affiliates without the prior written approval of the other Parties, unless required by Applicable Laws in which case such other Party shall have the right to review, comment on and have reasonable comments incorporated on such press release, announcement or communication prior to issuance, distribution or publication. Notwithstanding the foregoing, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party Investors and its Affiliates will shall not disclosebe restricted from communicating with their respective investors and potential investors in connection with informational or reporting activities; provided that the recipient of such information is subject to a customary obligation to keep such information confidential. The Company may file this Agreement with the SEC and may provide information about the subject matter of this Agreement in connection with equity or debt issuances, giveshare repurchases, sellor marketing, process, use informational or otherwise divulge reporting activities; provided that any Confidential Information (as defined below) description of the other Party subject matter of this Agreement or the Investors or their Affiliates (if not previously approved by the “Disclosing Party”Investors) or permit their respective Representatives to do shall be approved by the same, except that each Receiving Investors in advance. (c) Each Party may disclose such the Confidential Information or portions thereof to its Affiliates and its and its Affiliates’ partners, officers, directors, employees, agents, professional advisors and other representatives on a need-to-know basis in the performance of the Transaction Documents; provided that, such Party shall procure such persons are made aware of and will comply with the confidentiality obligations hereunder. A Party may disclose Confidential Information if such disclosure is required by (i) if legally compelled to do so an order of any court of competent jurisdiction or as required in connection with an examination by an insurance regulatory authorityany regulatory, judicial, governmental or similar body or any taxation authority of competent jurisdiction, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any listing authority or stock exchange on which the stock of a Receiving Party’s Affiliate is its shares are listed or traded, as applicable. If the Receiving Party or its Affiliates(iii) by Applicable Law, or any of their respective Representativesprovided that in such case, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving such Party shall (1) to the extent permitted by law, promptly provide the Disclosing Party other Parties with prompt written notice of such requirement (if permitted by Applicable Law) that fact so that the Disclosing Party such other Parties may seek a protective order order, confidential treatment or other appropriate remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, and (2) shall furnish only that portion of Confidential Information which the information that is legally required to be provided and shall exercise its commercially reasonable efforts to obtain assurances reliable assurance that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at lawsuch information. (d) For Without the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective prior written consent of the form of such information) Investor, the Company shall not, and shall cause its Affiliates not to, use in advertising, publicity, announcements, or otherwise, the name of any kindInvestor or any Affiliate of any Investor, including either alone or in combination with any analysescompany name, compilationstrade name, datatrademark, studiesservice mark, notesdomain name, translationsdevice, memoranda design, symbol or other documentsany abbreviation, concerning the Disclosing Party contraction or simulation thereof owned or used by any Investor or any of its Affiliates obtained directly or indirectly from Affiliates; provided that the Disclosing Party or any of Company and its Affiliates may refer to the Investors as holders of the Notes or Representatives holders of shares or ADS of the Company in connection with the transactions contemplated filings or disclosure required to be made by Applicable Laws or the rules of the stock exchange on which its shares are listed or traded. (e) The confidentiality obligations of each Party hereunder shall survive the termination of this Agreement Agreement. Each Party shall continue to abide by the confidentiality clause hereof and perform the obligation of confidentiality it undertakes until the other Transaction Agreements, including Party approves release of that obligation or until a breach of the confidentiality clause hereof will no longer result in any information regarding the Subject Business or provisions or terms of this Agreement or prejudice to the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Information.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by Receiving Party shall treat as confidential all of the Parties (Disclosing Party’s Confidential Information and shall not use or their Affiliates)disclose to third parties such Confidential Information except as expressly permitted under this Agreement. Without limiting the foregoing, dated September 10the Receiving Party shall use at least the same degree of care that it uses to prevent the disclosure of its own confidential information, 2021but in no event with less than reasonable care, shall survive to prevent the execution and delivery disclosure of this Agreement in accordance with its termsthe Disclosing Party’s Confidential Information. (b) The Parties (eachNotwithstanding the foregoing Section 5.12(a), the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, Closing the Receiving Party following shall be deemed the Confidential Information of Parent and its Affiliates will not disclose, give, sell, process, use or otherwise divulge Buyer and the obligations set forth in Section 5.12(a) shall no longer apply to Parent and Buyer with respect thereto: any Confidential Information related to the Business or the Transferred Assets or constituting or included with the Transferred Assets. (c) Seller agrees that the terms, conditions and existence of this Agreement shall be treated as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled of Parent and Buyer and that no reference to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under the transactions contemplated herein may be made by Seller in any other Transaction form of public or commercial announcement or advertising without the prior written consent of the other; provided, however, that Seller may disclose, upon prior written notice to the other, the terms, conditions and existence of this Agreement, : (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (via) as required by a tax authority any Governmental Entity (including the United States Securities and Exchange Commission) in which case, the Parties shall confer as to support a position taken on any tax return the appropriate disclosure; (b) as otherwise required by law; (c) in confidence, to legal counsel and accountants of Seller; or (viid) as required by in confidence, in connection with the rules enforcement of any stock exchange on which this Agreement or Seller’s rights under this Agreement. (d) In the stock of a Receiving Party’s Affiliate is traded, as applicable. If event the Receiving Party must disclose the Disclosing Party’s Confidential Information pursuant to the order or its Affiliatesrequirement of a court, administrative agency, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return)Governmental Entity, the Receiving Party shall provide prompt notice thereof to the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that to allow the Disclosing Party may seek to obtain a protective order, and the Receiving Party shall also use its reasonable efforts to obtain a protective order, assist Disclosing Party in obtaining a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that otherwise prevent public disclosure of such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Informationinformation. (ce) The Receiving Party, on behalf of itself Parties agree that Seller’s Confidential Information related to the Business and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations known to the Designated Employees is included in the Transferred Assets under this Section 16.2 may result in irreparable injury Agreement. Accordingly, to the Disclosing Party. In the event of the breach extent a Designated Employee hired by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b)Buyer would, the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a an employment or other agreement between Seller and that Designated Employee, be restricted from disclosing Confidential Information to Parent or Buyer or from using information on Parent’s or Buyer’s behalf or otherwise in connection with its employment by Parent or Buyer, Seller agrees to, and hereby does waive, in favor or Parent and Buyer, any right that it may have to enforce such restrictions and consents to Parent’s or Buyer’s use and disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Partyinformation for its own benefit and on its own behalf, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Informationrestriction.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into It is understood that both Magellan and Rose are public companies, and, therefore, may be required under applicable law or regulation to make appropriate public announcements of the Transaction, and the form and substance of any such announcement shall, before dissemination and, to the extent practicable, be subject to the reasonable approval of each Party. No other announcements except as may be required in the opinion of legal counsel to comply with applicable disclosure laws shall be made of the Transaction by any Party without the Parties (express written approval of the other Party. Magellan and Rose acknowledge that they may obtain non-public information concerning each other. Each agrees that save as required by applicable law or their Affiliates), dated September 10, 2021, shall survive regulation not to discuss the execution and delivery subject or terms of this Agreement MOU or the proposed Transaction with, or provide any financial or other confidential information to, any person or entity (other than pursuant to the terms of this MOU and strictly for the purposes of the proposed Transaction, having procured that the recipient of such disclosure undertakes to treat the same as confidential as if they were a party to this MOU) or otherwise act upon same in accordance with its termsviolation of the applicable securities laws. (b) The Parties Magellan and Rose each acknowledges that it, together with its directors, officers, employees and representatives who are apprised of this matter have been advised that the United States and United Kingdom securities laws prohibit any person who possesses or is in privy with a person who possesses material non-public information about a company from purchasing or selling securities of such company. Magellan and Rose, for itself, its directors, officers, employees and representatives who are apprised of this matter, agrees that it will not directly or indirectly, in any manner, acquire or attempt to acquire, for a period of 120 days from (eachi) the date of this MOU, (ii) the termination of this MOU, or (iii) subject to the execution of a definitive agreement (and otherwise in accordance with the same), the “Receiving Party”) hereby covenant and agreeconsummation of a transaction between the Parties, each on behalf of itself and on behalf of its Affiliateswhichever occurs later, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) securities of the other Party (except pursuant to a transaction approved by the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance Board of Directors of such Receiving Party’s Party and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Informationlegal counsel. (c) The Receiving PartyNeither party shall unilaterally contact the customers, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event creditors or shareholders of the breach by other party without the Receiving Party or any of its Affiliates or their respective Representatives of any prior consent of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at lawparty. (d) For It is understood that all access, investigation and contacts shall be conducted by the purposes other party and its representatives in such manner as not to interfere unduly with the normal conduct of this Agreementthe disclosing Party's business and, “Confidential Information” means all further, that if the Asset Purchase Agreement shall not be consummated (for any reason whatsoever), the other Party shall keep confidential and shall not use any information (irrespective of unless the form of Party having received the information can conclusively establish that the identical information was available from public or published information or trade sources, or previously within the other Party's knowledge) obtained from the disclosing Party concerning the disclosing Party's operations and business and will return all such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or together with all notations and other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement documents and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make materials prepared using such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided thatinformation, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Informationrequest.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by Each party undertakes to the Parties (or their Affiliates), dated September 10, 2021, shall survive other to keep confidential the execution and delivery terms of this Agreement in accordance with its termsand to use the information only for the purposes contemplated by this Agreement. (b) The Parties Each party undertakes to the other to keep (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its to ensure that their respective Affiliates, that from connected persons, agents and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined belowemployees keep) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof confidential (i) if legally compelled any information (whether written or in any other form) which relates to do so the negotiation terms or as required in connection with an examination by an insurance regulatory authority, subject matter of the Transaction and (ii) to all confidential information about the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party respective party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the collectively “Confidential Information”). (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury 6.02(b) does not apply to Confidential Information to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information extent that (i) whichit is required to be disclosed by any Applicable Law or by any Governmental Authority to whose rules the party making the disclosure is subject, at whether or not having the time force of law, provided that the party disclosing the information shall (to the extent permissible) notify the other party of the information to be disclosed (and of the circumstances in which the disclosure is alleged to be required) as early as reasonably possible before such disclosure must be made and shall take all reasonable action to avoid and limit such disclosure, was ascertainable or available (ii) it is disclosed to any applicable tax authority either to the extent required by a legal obligation or to the extent reasonably required to assist the settlement of the disclosing party’s tax affairs, (iii) it is contained in any press or other announcement which is in an agreed form, (iv) it enters the public (domain other than as a result of a disclosure directly or indirectly by breach of the Receiving Party or any of its Affiliates or Representatives obligations in breach hereofSection 6.02(d), (iiv) that it is in the possession of the receiving party free from any restriction as to its use or becomes available to the Receiving Party on a non-confidential basis disclosure and having been obtained from a source third party, or (vi) in order to perform its obligations under or pursuant to this Agreement, either party is required to disclose to a third party who has been made aware of the obligations of confidentiality and agrees to keep the information confidential and not to use any Confidential Information for any purpose other than the Disclosing Party or purpose for which it was disclosed;. (d) Without limiting any other provision of this Agreement, each of Purchaser and the Sellers shall consult with the other and issue a joint press release with respect to the execution of this Agreement. Thereafter, neither the Sellers, the Company nor Purchaser, nor any of its Affiliates their respective Subsidiaries, shall issue any press release or Representatives; provided that, other announcement (to the knowledge of such Receiving Partyextent not previously publicly disclosed or made in accordance with this Agreement) with respect to this Agreement, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession Transaction without the prior consent of any the other parties hereto (such consent not to be unreasonably withheld, conditioned or delayed), except as such press release or other announcement may be required by Applicable Law or the applicable rules of a national securities exchange, in which case the party required to issue the release or make the announcement shall use its commercially reasonable efforts to provide the other party with a reasonable opportunity to review and comment on such release or announcement in advance of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Informationissuance.

Confidentiality; Public Announcements. (aA) The confidentiality agreement entered into by the Parties (or their Affiliates), dated September 10, 2021, shall survive the execution Each Member covenants and delivery of this Agreement in accordance with its terms. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof agrees (i) if legally compelled to do so or as required receive and hold in strict confidence all Proprietary Information received by such Member, its Affiliates and/or representatives and to use such Proprietary Information only in connection with an examination by an insurance regulatory authoritythe businesses of the Company and such Member’s investment therein, and (ii) to cause its representatives and Affiliates, including any members of the extent necessary for Management Committee, to comply with the performance preceding clause (i). (B) Section 10.10(A) hereof shall not apply to any Proprietary Information which a Member can establish to have: (i) been disclosed by such Member with the Company’s prior written consent; (ii) become generally available to the public other than as a result of disclosure by such Member in breach of this Section 10.10 or any other obligations of confidentiality that a Member may have to the Company; (iii) been independently developed by such Member outside the scope of agreements with the Company through Persons (including any representatives of such Receiving Party’s and Member) who have not had actual knowledge of such Proprietary Information; (iv) been rightfully obtained by such Member from a third party without knowledge that such third party is obligated to protect its Affiliates’ obligations under confidentiality; provided that such Member has used all reasonable efforts to determine whether such third party has any such obligation; (v) been obligated to be produced or disclosed pursuant to applicable law, provided that such Member seeks appropriate protective relief from all or part of such disclosure; or (vi) been used in connection with litigation between the parties. (C) Any publicity release, advertisement, filing, public statement or announcement made, regarding this Agreement or under any other Transaction Agreement, (iii) to enforce of the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliatestransactions contemplated hereby, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party BCLLC or any of its Affiliates or their respective Representatives of any of the terms is to be first reviewed by, and conditions of this Section 16.2(b)must be reasonably satisfactory to, the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief BCLLC and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided Bluegreen. The parties agree that, notwithstanding the foregoing, each Party Bluegreen Corporation may make such disclosures public disclosure as required by law, including press releases and SEC filings, related to its interest in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information Company of the following information: (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof)Company’s publicly disclosed development plans, (ii) that is or becomes available to the Receiving Party previously publicly disclosed results and comparative information, including revenues on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided thatquarterly and annual basis, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, and (iii) that financial results on quarterly and annual basis. (D) Notwithstanding the Receiving Party can establish is already in its possession foregoing, BC or Bluegreen may use information regarding the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf performance of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or Company’s receivables portfolio in connection with disclosing its Affiliates without the use or benefit performance as a servicer of any information that would otherwise be Confidential Informationreceivables in related matters.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by the Parties (or their Affiliates), dated September 10, 2021, shall survive the execution and delivery of this Agreement in accordance with its terms. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof Each party hereto agrees (i) if legally compelled not to do so disclose any aspect of the discussions, negotiations, terms, status or conditions relating to the transactions contemplated herein to any third party other than their respective officers, directors, authorized employees and authorized representatives, and as necessary in order to obtain any consent required in connection with an examination by an insurance regulatory authorityhereunder, and then only on a need to know basis, (ii) to cause and require all such persons to whom such information is disclosed to abide by the extent necessary for the performance provisions of such Receiving Party’s this Section 5.5, and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) not to enforce issue any press release or other general public announcement (including in any trade journal or other publication) of the rights transactions, in any case, without the prior written consent of Sellers and Purchasers, except to the extent that disclosure may be required by Law, in which case the party required to made such disclosure will give the other party prior written notice and an opportunity to review and comment upon such press release prior to its issuance. Parent, Sellers and the Owners acknowledge that LHC will issue a press release after the execution of this Agreement that discloses the existence of this Agreement, and may issue another press release promptly after the Closing that discloses the consummation of the Acquisition. Sellers hereby consent to the issuance of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so press releases provided that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b)Seller/Owner Representative is afforded an opportunity to review and comment upon such press releases. In the event that the Acquisition is not consummated, any information concerning Sellers and the Business that any Purchaser and its representatives may acquire during the course of negotiations, conducting due diligence and transition planning with respect to the Acquisition shall be treated as confidential, and in the event the Acquisition is not consummated, all such protective order information shall, upon request, be returned to Sellers or destroyed, with such destruction certified in writing by Purchasers. Notwithstanding the aforementioned or anything in any other agreement between the parties to the contrary, both Purchasers and Sellers (and each employee, representative, or other remedy is not obtained, agent of each) may disclose to any and all Persons the tax treatment and tax structure of the Acquisition and all materials of any kind (including opinions or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party other tax analyses) that are provided to each party relating to such tax treatment or its Affiliatestax structure, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by earlier of: (a) the Receiving Party or any date of its Affiliates or their respective Representatives of any public announcement of the terms and conditions Acquisition or (b) the date of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes execution of this Agreement, “Confidential Information” means all confidential information (irrespective of ; provided that the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda confidentiality provisions set forth in this Section or other documents, concerning agreements relating to the Disclosing Party Acquisition shall continue to apply to any and all information that is irrelevant to understanding the tax treatment or any tax structure of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement hereby and thereby including, without limitation, the identity of the parties and the other Transaction Agreements, including any information regarding the Subject Business or provisions or pricing terms of set forth in this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential InformationAgreement.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by the Parties (or their Affiliates), dated September 10, 2021, shall survive Any press release announcing the execution and delivery of this Agreement shall be issued in accordance such form as shall be mutually agreed upon by the Parties. Each Party shall consult with its termsthe other Party before issuing any other press release or otherwise making any public statement with respect to this Agreement or the transactions contemplated by this Agreement (except for communications and disclosures required by law, provided that the disclosing Party shall use commercially reasonable efforts to consult with the other Party in advance of such communication or disclosure). (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from From and after the date hereof, the Receiving Party Parties shall, and shall cause their Affiliates and their employees, consultants, agents and advisors to, keep confidential and not use for its Affiliates benefit or for the benefit of any other Person, any and all non-public information, which includes, without limitation, confidential information relating to or provided under the Alliance Agreements (including those Alliance Agreements that will not disclose, give, sell, process, use terminate on the Initial Closing Date or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required thereafter in connection with an examination by an insurance regulatory authorityAdditional Closing or pursuant to their respective terms), (ii) to the extent necessary for the performance of relating to such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates; provided, however, that the Parties shall not be liable hereunder with respect to any disclosure to the extent such disclosure is requested or required by law, including applicable rules of any securities exchange, or pursuant to a subpoena, civil investigative demand (or similar process), order, statute, rule or other legal or similar requirement promulgated or imposed by a court or by a Governmental Authority or otherwise in connection with any judicial, administrative or similar proceeding (including in response to oral questions, interrogatories or other requests for information or documents). If the Parties or any of their respective Representatives, become legally compelled Affiliates are requested or required by any law to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return)non-public information, the Receiving Party shall Parties shall, to the extent permissible by law, provide the Disclosing other Party with prompt written notice of such request or requirement (if permitted by Applicable Law) so that the Disclosing such other Party may seek a protective order or other appropriate remedy or and/or waive compliance with the provisions of this Section 16.2(b)8.8. In If, in the event that such absence of a protective order or other remedy is not obtained, or the Disclosing receipt of a waiver from the other Party waives compliance with this Section 16.2(b)nonetheless, on the advice of counsel, are requested or required by law to disclose any non-public * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION information, the Receiving Party Parties or its Affiliatestheir Affiliates may, as applicablewithout liability hereunder, shall furnish disclose only that portion of Confidential Information non-public information which such counsel advises such disclosing Party, that is legally requested or required by applicable law to be disclosed; provided and that to the extent permissible by law, the Parties exercise its their commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to preserve the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event confidentiality of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such non-public information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding . Notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except non-public information shall not include information that: (i) which, at the time of the disclosure, was ascertainable is or becomes available to the public (other than as a result of a disclosure directly or indirectly by the Receiving a Party or any of its Affiliates or Representatives in breach hereof), of this Section 8.8; (ii) that is or becomes available to the Receiving a Party on a non-confidential basis or its Affiliates from a source other than the Disclosing other Party or any its respective Affiliates; provided that the source of such information is not known by the receiving Party or its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party be bound by a legalconfidentiality agreement with, contractual or other contractual, legal or fiduciary obligation owed of confidentiality to, the disclosing Party with respect to another Person, such information; or (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving a Party or its Affiliates without the use or benefit breach of any information that would otherwise be Confidential Informationthis Agreement.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by From and after the Parties Closing Date, the Company, on the one hand, and the Buyer, on the other hand, shall, and shall cause their respective Subsidiaries and Representatives to, treat and hold as confidential, and not use or disclose any non-public or confidential information relating to their respective business operations (or their with respect to each party, the “Confidential Information”) to any Person (including any Affiliates), dated September 10, 2021, shall survive except that the execution and delivery of this Agreement party in accordance with its terms. receipt (b) The Parties (eachsuch party, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party party (such party, the “Disclosing Party”) shall not be bound by the confidentiality requirements of this Section 4.1 with respect to information or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof documents which (i) if legally compelled to do so are or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available generally known to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party Party, such Receiving Party’s Subsidiaries or any of its their respective Affiliates or Representatives in breach hereof)Representatives, (ii) that is to the extent required to be disclosed by applicable Law or becomes available in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process or to the extent required by Law including, without limitation, the Securities Act or the Exchange Act and related regulations and interpretations thereof or (iii) to the extent necessary for the Receiving Party on a non-confidential basis from a source other than (x) to pursue its rights under this Agreement or the Disclosing Party Ancillary Agreements or (y) to defend itself in any of its Affiliates action involving the Business, the Transferred Assets, the Assumed Liabilities or Representativesthe transactions contemplated therein; provided provided; however, that, to in the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) event that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without Subsidiaries or Representatives are required to disclose any Confidential Information of the Disclosing Party pursuant to clause (ii) above, such Confidential Information shall not be used for any other purpose and the Receiving Party will (x) first notify the Disclosing Party promptly of such requirement, to the extent permitted by applicable Law, so that the Disclosing Party may seek, at its expense, an appropriate protective order or waive compliance with the provisions of this Section 4.1, (y) inform the Disclosing Party of all relevant facts relating to such a disclosure and shall provide such opportunity as is reasonable in the circumstances for the Disclosing Party to object to, or limit, such disclosure and will provide reasonable assistance to the Disclosing Party (at the Disclosing Party’s expense) in seeking to prevent or limit such disclosure (provided that no such act by the Disclosing Party to object to or limit, or assistance of the Receiving Party or its Subsidiaries requested by the Disclosing Party, shall interfere with, delay or hinder the Receiving Party’s obligations under applicable Law) and (z) only disclose such portion of such Confidential Information as is required, in the opinion of counsel (including internal counsel), to be disclosed pursuant to applicable Law. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party or one of its Subsidiaries is compelled to disclose any Confidential Information or else stand liable for contempt, such Persons may disclose the Confidential Information; provided, however, that the Receiving Party and its Subsidiaries shall (x) use their commercially reasonable efforts to obtain, at the request, and at the expense of the Disclosing Party, an order or benefit other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Disclosing Party shall designate and (y) only disclose such portion of such Confidential Information as is required, in the opinion of counsel (including internal counsel), to be disclosed pursuant to applicable Law. For clarity, any non-public or confidential information that would otherwise with respect to the Business, the Transferred Assets or the Assumed Liabilities shall be deemed to be Confidential InformationInformation of the Buyer and not of the Company.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into Parent and the Company hereby acknowledge and agree to continue to be bound by the Amended & Restated Mutual Nondisclosure and Nonuse Agreement dated as of August 27, 2018, by and between Parent and the Company (as amended, the “Confidentiality Agreement”). (b) The Parties (or their Affiliates), dated September 10, 2021, shall survive agree that the initial press release to be issued with respect to the execution and delivery of this Agreement shall be in accordance with its terms. (b) The Parties (eachthe form mutually agreed upon by Parent and the Company. Parent and the Company shall not, the “Receiving Party”) hereby covenant and agree, shall cause each on behalf of itself and on behalf of its Affiliates, that from Representatives and after the date hereof, the Receiving Party Subsidiaries (and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives) not to, become legally compelled to disclose directly or indirectly, issue any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order press release or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded public statement relating to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the Transactions or use the other Transaction Agreements Party’s name or refer to other Party directly or indirectly in connection with other Party’s relationship with such Party in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of the other Party (provided thatnot to be unreasonably withheld, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are requiredconditioned or delayed), except information unless to the extent required by Applicable Law, in which case such Party shall advise the other Party of any such requirement and the Parties shall use reasonable best efforts to cause a mutually agreeable press release or other public statement to be issued. Notwithstanding anything herein, (i) which, at the time each of the disclosure, was ascertainable Parties and their Affiliates may issue press releases or available to make public announcements concerning the Transactions that are consistent with previous press releases or public (other than as a result of a disclosure directly announcements made by Parent or indirectly by the Receiving Party or any of its Affiliates or Representatives Company in breach hereof), compliance with this Section 6.04 and (ii) that is or becomes available Parent may make public statements, with respect to the Receiving Party anticipated effect of this Agreement and the Transactions on a non-confidential basis from a source other than the Disclosing Party or Parent’s business and its financial projections, with investors, analysts and financing sources, including on its periodic earnings calls and in any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of “road show,” and any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed public disclosure as required by the Receiving Party SEC, FINRA or its Affiliates other Governmental Authority as Parent may reasonably determine without prior consultation with the use or benefit of any information that would otherwise be Confidential InformationCompany.

Confidentiality; Public Announcements. 8.4.1 Except as may be required by applicable Law or stock exchange regulation or as otherwise expressly contemplated herein, no Party or their respective Affiliates or Representatives shall disclose to any third party this Agreement, the subject matter or terms hereof, or any Confidential Information concerning the business or affairs of any other Party which it may have acquired from such Party in the course of pursuing the Transactions without the prior written consent of the Corporation or the Purchaser, as the case may be; provided, however, any Party may disclose any such Confidential Information as follows: (a) The confidentiality agreement entered into by to such Party’s Affiliates and its or its Affiliates’ employees, lenders, financial advisors, counsel, or accountants which shall also be subject to the Parties (or their Affiliates), dated September 10, 2021, shall survive the execution and delivery requirements of this Agreement in accordance with its terms. Section 8.4.1; (b) The Parties (eachto comply with any applicable Law or Order, provided that prior to making any such disclosure the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after Party making the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of disclosure notifies the other Party of any Claim or Action of which it is aware which may result in disclosure and uses its best efforts to limit or prevent such disclosure; (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (iic) to the extent necessary for that the performance Confidential Information is or becomes generally available to the public through no fault of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of making such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. disclosure; (d) For to the purposes extent that the same information is already known by the Party making such disclosure prior to receipt of this Agreement, “such Confidential Information” means all confidential information ; (irrespective of the form of such informatione) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public extent that the Party that received the Confidential Information independently develops the same information without in any way relying on any Confidential Information; and (other than as a result of a disclosure directly or indirectly by f) to the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) extent that is or the same information becomes available to the Receiving Party making such disclosure on a non-confidential nonconfidential basis from a source other than the Disclosing a Party or any of its Affiliates or Representatives; provided thatAffiliates, which source, to the knowledge of such Receiving the disclosing Party, such source was is not prohibited from disclosing such information to the Receiving Party by a legal, contractual contractual, or fiduciary obligation owed to another Personthe other Party. The Purchaser may also disclose any such Confidential Information to the extent it believes, after consultation with legal counsel, that such disclosure is necessary or prudent as a company whose shares are publicly traded. If the Transactions are not consummated, each Party will return or destroy as much of the Confidential Information concerning the other Party as the Parties that have provided such information may reasonably request. Nothing in this Section 8.4.1 shall limit any disclosure (i) made in connection with the enforcement of or defense of any right or remedy relating to this Agreement or the Transaction Documents, (ii) as is necessary to prepare Tax Returns or other filings with any Governmental Authority or to defend or object to any reassessment of Taxes, (iii) that the Receiving Party can establish as is already in necessary for a Major Vendor (or its possession Representatives) to prepare and disclose, as may be required, accounting statements, (iv) to assert, defend or the possession protect any rights of a Major Vendor under this Agreement or any of its Affiliates the Transaction Documents or Representatives (other than information furnished v) for disclosure by Novacap, or on behalf of their respective affiliates or successors, in their non-publicly distributed marketing materials and in any non-public update or communication to their limited partners, investors or prospective investors, financing sources, accountants, consultants and others (so long as in each case in the Disclosing Partyforegoing clauses (ii), (iii) or (iv) that v), such disclosure has a valid business purpose, is independently developed consistent with prior practice of Novacap, the recipients are bound by customary confidentiality provisions, and Novacap is responsible for any and all breaches of any such Person(s)). 8.4.2 All public notices to third parties and all other announcements, communications, press releases and publicity concerning the Agreement or the transactions contemplated by the Receiving Party Agreement, if prior to the Closing, must be jointly planned and coordinated by the Major Vendors and the Purchaser, unless required by applicable Law. Each Major Vendor hereby agrees with the Purchaser that from and after Closing no announcements, communications, press releases or publicity concerning the Agreement or the transactions contemplated by the Agreement shall be made or be caused to be made unless the Purchaser shall have provided its Affiliates without prior written consent. Subject to the use exception provided in Section 8.4.1, the Purchaser hereby agrees with the Major Vendors that from and after Closing, to the extent that any announcements, communications, press releases or benefit publicity concerning the Agreement or the transactions contemplated by the Agreement specifically name Novacap, Purchaser shall provide a copy of such announcement, communication, press release or publicity to Vendors’ Delegate in draft form at least one day prior to its release, and the Purchaser shall consider in good faith any information reasonable comments made by the Vendors’ Delegate that would otherwise be Confidential Informationare received by the Purchaser prior to such release, to the extent such reasonable comments relate to Novacap.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by Each of the Parties (Partners shall maintain in confidence, and will cause their members, directors, officers, employees, agents and advisors to maintain in confidence, any written, oral or their Affiliates), dated September 10, 2021, shall survive other information obtained in confidence from the execution and delivery of other party in connection with this Agreement and the transactions contemplated herein, unless (a) such information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party, (b) the use of such information is necessary or appropriate in accordance with its termsmaking any filing or obtaining any consent required for the consummation of any transactions contemplated herein, or (c) the furnishing or use of such information is required by a legal proceeding or legal requirements. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use Any public announcement or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives similar publicity with respect to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreementtransaction contemplated hereby (including, (iiiwithout limitation, any press release) to enforce the rights of will be issued, if at all, at such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of time and in such Receiving Party’s Affiliates, and to their respective Representativesmanner as Meadow Pointe shall determine, in each caseits sole and absolute discretion, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as unless required by a tax authority legal requirements. The undersigned have duly executed this Agreement as of the day and year first above written. MEADOW POINTE EAST, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx -------------------------- Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President DEVCO III, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx ----------------------------- Name: Xxxxxx X. Xxxx Title: President JOINDER AGREEMENT THIS JOINDER is intended to support be and is hereby made a position taken on any tax return or part of and incorporated in the foregoing Agreement of General Partnership of Meadow Pointe General Partnership (vii) as required by the rules of any stock exchange on which "Agreement"). Terms not otherwise defined herein shall have the stock of a Receiving Party’s Affiliate is tradedmeanings ascribed thereto in the Agreement. TO INDUCE Meadow Pointe to enter into the Agreement, as applicable. If and with the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled understanding that Meadow Pointe intends to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return)rely hereon, the Receiving Party shall provide the Disclosing Party with prompt written notice undersigned, an executive of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtainedDevco, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required hereby agrees to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach bound by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b)4.2 and Article 11 (including, the Disclosing Party shall be entitled to seek equitable reliefwithout limitation, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (dSection 11.21) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential InformationAgreement.

Confidentiality; Public Announcements. (a) The Subject to disclosure obligations under applicable securities laws, Seller, Marks and Purchaser agree that each will use their best efforts to maintain the confidentiality agreement entered into by of and shall not use for its own benefit or the Parties (or their Affiliates), dated September 10, 2021, shall survive benefit of any third party the execution terms and delivery provisions of this Agreement in accordance with its terms. (b) The Parties (eachor the Transaction Documents, including the Purchase Price, and other confidential information and material delivered to them or made available for their inspection pursuant to this Agreement or the Transaction Documents; provided, however, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after parties may reveal the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) confidential information of the other Party party to its accountants, counsel or lenders (the “Disclosing Party”a) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposesconfidential information, (vb) as required under any Applicable Law, (vi) as required who are informed by a tax authority to support a position taken on any tax return or (vii) as required by such party of the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice confidential nature of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtainedconfidential information, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result who agree with the other parties in irreparable injury writing to the Disclosing Party. In the event of the breach be bound by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b)Agreement with respect to such confidential information. Moreover, Purchaser may in compliance with Regulation FD and other state and Federal securities laws, disclose forward looking projections including the Disclosing Party shall be entitled financial information disclosed to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement it by Seller or otherwise available in equity or at law. (d) For the purposes arising out of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement to analysts, shareholders, potential investors and others in the investment community. (b) In the event the Closing does not occur, Seller and Purchaser will as soon as practicable return all material of or concerning the other Transaction Agreements, including party obtained from such other party then in their possession and hereby covenant to keep confidential any confidential information regarding concerning the Subject Business or provisions or terms other party and ascertained from their review for a period of five (5) years commencing upon the termination of this Agreement or the other Transaction Agreements (provided that, notwithstanding Agreement. Notwithstanding the foregoing, each Party may make such disclosures the prohibitions and restrictions set forth in its filings with the U.S. Securities and Exchange Commission as it believes are required), except this Section 12.13 shall not apply to any information that (ia) which, at the time of the disclosure, was ascertainable disclosure or thereafter is generally known to and available to for use by the public (other than as a result of a disclosure directly or indirectly by either party) (b) at the Receiving Party or any time of its Affiliates or Representatives in breach hereof), (ii) that is or becomes disclosure was available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party parties, provided that such source is not and was not bound by a confidentiality agreement with either party (c) was known by the receiving party prior to receiving the information from the providing party or has been independently acquired or developed by either party without violating any of its Affiliates respective obligations under this Agreement, or Representatives; (d) is required to be disclosed by any Law. (c) Except as otherwise provided thatin this Agreement or in any other agreement entered into by the parties pursuant to this Agreement, no party hereto shall, without the approval of the other parties hereto, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the knowledge of extent that any such Receiving Partyparty shall be so obligated by Law, such source was not prohibited from disclosing such information in which case the other parties shall be so advised and the parties shall use their best efforts to the Receiving Party by cause a legalmutually agreeable release or announcement to be issued; provided, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession foregoing shall not preclude communications or disclosures necessary to implement the possession provisions of any of its Affiliates this Agreement or Representatives (other than information furnished by or on behalf of to comply with the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Informationdisclosure obligations under applicable securities laws.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by Except as necessary to complete the Parties (or their Affiliates)Proxy/Registration Statement, dated September 10the Company, 2021on the one hand, and the Purchaser Parties, on the other hand, shall survive the execution hold and delivery of this Agreement in accordance with its terms. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit shall cause their respective Representatives representatives to do the samehold in strict confidence, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally unless compelled to disclose any Confidential Information (by judicial or administrative process or by other than as required in connection with an examination requirements of Law, all documents and information concerning the other party furnished to it by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives representatives in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (a) previously known by the party to which it was furnished, (b) in the public domain through no fault of such party or (c) later lawfully acquired from other sources, which source is not the agent of the other party, by the party to which it was furnished), and each party shall not release or disclose such information to any other person, except its representatives in connection with this Agreement. In the event that any party believes that it is required to disclose any such confidential information pursuant to applicable Laws, such party shall give timely written notice to the other parties so that such parties may have an opportunity to obtain a protective order or other appropriate relief. Each party shall be deemed to have satisfied its obligations to hold confidential information concerning or supplied by the other parties if it exercises the same care as it takes to preserve confidentiality for its own similar information. The parties acknowledge that some previously confidential information will be required to be disclosed in the Proxy/Registration Statement. (b) Except as otherwise provided herein (including the filing of the Proxy/Registration Statement or as required by applicable Law), none of the parties shall make any disclosure or permit any of their respective Affiliates to make any public disclosure (whether or not in response to an inquiry) of the subject matter of this Agreement unless previously approved by Purchaser and the Company in writing, which approval shall not be unreasonably conditioned, withheld or delayed, and: (i) Purchaser and the Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement, issue a press release announcing the execution of this Agreement; (ii) Purchaser and the Company shall cooperate in good faith with respect to the prompt preparation of, and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, which the Purchaser shall file with the SEC; (iii) Prior to Closing, Purchaser and the Company shall mutually agree upon and prepare the press release announcing the consummation of the Transactions, which shall be issued by the Purchaser concurrently with or promptly after the Closing; (iv) Purchaser and the Company shall cooperate in good faith with respect to the preparation of, and, at least five (5) days prior to the Closing, a draft Form 8-K announcing the Closing, together with, or incorporating by reference, the required pro forma financial statements and the historical financial statements prepared by the Company and its accountant and the other Transaction Agreements“Form 10” information required to be included therein, including any information regarding which shall be filed by the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding the foregoing, each Party may make such disclosures in its filings Company with the U.S. Securities and Exchange Commission SEC concurrently with the Closing, or as it believes are required), except information soon as practicable (ibut in any event within four (4) which, at the time Business Days of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (iiClosing) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Information.

Confidentiality; Public Announcements. (a) The Alumar, each Shareholder, Merger Sub and Purchaser agree that each will use their best efforts to maintain the confidentiality agreement entered into by of the Parties (or their Affiliates), dated September 10, 2021, shall survive the execution terms and delivery provisions of this Agreement in accordance with its terms. (b) The Parties (each, and the “Receiving Party”) hereby covenant information and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use materials delivered to them or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit made available for their respective Representatives inspection pursuant to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that the Closing does not occur, Alumar, each Shareholder, Merger Sub and Purchaser will as soon as practicable return all material of or concerning the other party obtained from such protective order or other remedy is not obtained, or party then in their possession and hereby covenant to keep confidential any information concerning the Disclosing Party waives compliance with this Section 16.2(b), other party and ascertained from their review for a period of five (5) years commencing upon the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes termination of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding . Notwithstanding the foregoing, each Party may make such disclosures the prohibitions and restrictions set forth in its filings with the U.S. Securities and Exchange Commission as it believes are required), except this Section 10.17 shall not apply to any information (ia) which, at the time of the disclosure, was ascertainable or available to in the public (other than domain not as a result of a disclosure directly the violation of Purchaser's, Merger Sub's, any Shareholder's or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof)Alumar's undertaking herein, (iib) that is or becomes available to Purchaser, Merger Sub, the Receiving Party Shareholders or Alumar on a non-confidential basis without regard to the disclosure by Purchaser, Merger Sub, the Shareholders or Alumar to the other party, (c) available to Purchaser, Merger Sub, the Shareholders or Alumar from a source other than the Disclosing Party or any of its Affiliates or Representatives; other party (provided that, to the knowledge of such Receiving Party, that such source was in so acting is not prohibited from disclosing such information violating any duty or agreement of confidentiality), or (d) required to be disclosed by any law, rule or regulation. No party hereto shall, without the Receiving Party by a legalapproval of the other parties hereto (or, contractual or fiduciary obligation owed to another Personin the case of the Shareholders, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or Shareholders' Representative acting on behalf of the Disclosing Party) Shareholders), make any press release or (iv) other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that is independently developed any such parties shall be so obligated by law, in which case the Receiving Party other parties shall be so advised and the parties shall use their best efforts to cause a mutually agreeable release or its Affiliates without announcement to be issued; PROVIDED that the use foregoing shall not preclude communications or benefit disclosures necessary to implement the provisions of any information that would otherwise be Confidential Informationthis Agreement or to comply with the accounting and SEC disclosure obligations.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into Parent and the Company hereby acknowledge and agree to continue to be bound by the Parties (or their Affiliates), Amended & Restated Mutual Nondisclosure and Nonuse Agreement dated September 10as of February 5, 2021, shall survive by and between Parent and the Company (as amended, the “Confidentiality Agreement”). (b) The Parties agree that the initial press release to be issued with respect to the execution and delivery of this Agreement shall be in accordance with its terms. (b) The Parties (eachthe form mutually agreed upon by Parent and the Company. Parent and the Company shall not, the “Receiving Party”) hereby covenant and agree, shall cause each on behalf of itself and on behalf of its Affiliates, that from Representatives and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party Acquired Companies (the “Disclosing Party”) or permit their respective Representatives to do the same, except that and each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives) not to, become legally compelled to disclose directly or indirectly, issue any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order press release or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or public statement (including through social media and other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded online platforms) relating to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the Transactions or use the other Transaction Agreements (provided that, notwithstanding Party’s name or refer to the foregoing, each other Party may make such disclosures directly or indirectly in its filings connection with other Party’s relationship with the U.S. Securities and Exchange Commission as it believes are requiredsuch Party in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of the other Party (not to be unreasonably withheld, conditioned or delayed), except information unless to the extent required by Applicable Law, in which case such Party shall advise the other Party of any such requirement and the Parties shall use reasonable best efforts to cause a mutually agreeable press release or other public statement to be issued. Notwithstanding anything herein or in the Confidentiality Agreement, (i) which, at the time each of the disclosure, was ascertainable Parties and their Affiliates may issue press releases or available to make such other public statements regarding the Transactions that are consistent with previous press releases or public (other than as a result of a disclosure directly announcements made by Parent or indirectly by the Receiving Party or any of its Affiliates or Representatives Company in breach hereof), compliance with this Section 6.04 and (ii) that is or becomes available Parent may make public statements with respect to this Agreement and the Receiving Party Transactions (including their effect on a non-confidential basis from a source other than the Disclosing Party or Parent’s business and its financial projections, with investors, analysts and financing sources, including on its periodic earnings calls and in any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of “road show,” and any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) or (iv) that is independently developed public disclosure as required by the Receiving Party SEC, FINRA or its Affiliates other Governmental Authority as Parent may reasonably determine) without prior consultation with the use or benefit of any information that would otherwise be Confidential InformationCompany.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into Except as may be required by Law, or as otherwise permitted or expressly contemplated herein, no Party shall, and each Party shall cause its respective Affiliates, employees, agents and representatives not to, disclose to any third party the Parties (or their Affiliates), dated September 10, 2021, shall survive the execution and delivery existence of this Agreement or the subject matter or terms hereof, without the prior consent of Buyer, the Company and Representative; provided that the Parties and their respective Affiliates, employees, agents and representatives shall be permitted to (a) disclose any such information to their attorneys, advisors and representatives and (b) disclose and use such information in accordance connection with its termsenforcing their rights and fulfilling their obligations under this Agreement or any other Transaction Document. (b) The Parties (eachagree that no public release, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use public filing or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, public announcement concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms of this Agreement or the other Transaction Agreements (provided that, notwithstanding Documents or the foregoing, each Party may make such disclosures in its filings with the U.S. Securities and Exchange Commission as it believes are required), except information (i) which, at the time of the disclosure, was ascertainable or available to the public (other than as a result of a disclosure directly or indirectly Transactions shall be issued by the Receiving any Party or any of its their Affiliates without the prior written consent of Buyer and the Representative (which consent shall not be unreasonably withheld, conditioned or Representatives in breach hereofdelayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall allow the other Parties reasonable time to comment on, and shall consider in good faith any comments received by such other Parties to, such release or announcement in advance of such issuance. (iic) that is or becomes available Prior to the Receiving Closing, Buyer, the Company and the Representative shall mutually agree upon a press release announcing the consummation of the Transactions and Buyer and the Company may issue such press release following the Closing without the consent of any other Party. In connection with the preparation of any Securities Exchange Commission filing required to be made by Buyer in connection with the Transactions, each Party on a non-confidential basis from a source other than shall use commercially reasonable efforts upon the Disclosing request of Buyer to furnish Buyer with all reasonable information concerning such Party or any of its Affiliates or Representatives; provided thatas may be reasonably necessary in connection with such filing, to the knowledge of such Receiving Party, such source was not prohibited from disclosing extent such information is then reasonably available to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Person, (iii) that the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing such Party) or (iv) that is independently developed by the Receiving Party or its Affiliates without the use or benefit of any information that would otherwise be Confidential Information.

Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by the Parties Each party agrees that it will (and will cause its representatives to) treat in confidence all documents, materials and other information which it shall have obtained (whether before or their Affiliates), dated September 10, 2021, shall survive the execution and delivery of this Agreement in accordance with its terms. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined belowof this Agreement) of regarding the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Confidential Information. (c) The Receiving Party, on behalf of itself and on behalf of its Affiliates and their respective Representatives, acknowledges that a breach of its obligations under this Section 16.2 may result in irreparable injury to the Disclosing Party. In the event of the breach by the Receiving Party or any of its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.2(b), the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available under this Agreement or otherwise available in equity or at law. (d) For the purposes of this Agreement, “Confidential Information” means all confidential information (irrespective of the form of such information) of any kind, including any analyses, compilations, data, studies, notes, translations, memoranda or other documents, concerning the Disclosing Party or any of its Affiliates obtained directly or indirectly from the Disclosing Party or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information regarding the Subject Business or provisions or terms negotiation of this Agreement or the other Transaction Agreements transactions contemplated hereby (provided thatincluding prior to the Closing, notwithstanding the foregoingexistence and terms of this Agreement and all of the transactions contemplated hereby). If the transactions contemplated hereby are not consummated, each Party may make party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection herewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of the Purchaser, to its counsel, accountants, financial advisors or lenders, and in the case of Parent, to its counsel, accountants or financial advisors). No party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Interests. The obligation of each party to treat such disclosures documents, materials and other information in its filings with the U.S. Securities and Exchange Commission as it believes are required), except confidence shall not apply to any information which (i) whichis or becomes available to such party from a source other than the other party to this Agreement, at the time of the disclosure, was ascertainable (ii) is or becomes available to the public (other than as a result of a disclosure directly by such party or indirectly by the Receiving Party or any of its Affiliates or Representatives in breach hereof), (ii) that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates or Representatives; provided that, to the knowledge of such Receiving Party, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to another Personagents, (iii) that is required to be disclosed under applicable law or judicial process, but only to the Receiving Party can establish is already in its possession or the possession of any of its Affiliates or Representatives (other than information furnished by or on behalf of the Disclosing Party) extent it must be disclosed, or (iv) that is independently developed such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby. (b) Neither of the parties to this Agreement shall issue or cause the publication of any press release or other announcement with respect to the Acquisition, this Agreement or the other transactions contemplated hereby. Thereafter, neither of the parties to this Agreement shall issue or cause the publication of any press release or other announcement with respect to the Acquisition, this Agreement or the other transactions contemplated hereby, except as may be required by applicable Law or by any listing agreement with a national securities exchange or unless approved by the Receiving Party other party hereto. If a party hereto is required or desires to issue or cause the publication of such a press release or other announcement, such party shall, prior to such issuance or publication, provide copies of such release or other announcement to, and consult with, the other party and the parties shall use their best efforts to cause a mutually agreeable release or announcement to be issued. Parent acknowledges and agrees that the Purchaser may, subject to complying with the immediately preceding sentence, be permitted, to the extent required by Law, to (i) issue a press release regarding the Acquisition and this Agreement immediately following the execution of this Agreement and immediately following the Closing, and (ii) discuss the Acquisition and this Agreement in its Affiliates without filings with the use SEC and correspondence with its shareholders, in each case containing or benefit of any discussing only such information that would otherwise as must be Confidential Informationdisclosed to comply with applicable Law.