Common use of Confidentiality; Public Announcements Clause in Contracts

Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, the Company Board or the Special Committee under Section 6.02), the parties shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreement.

Confidentiality; Public Announcements. Except as otherwise expressly contemplated by Section 6.02(h) ‎‎Section 6.02 (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, the Company Board Special Committee or the Special Committee Company Board under Section ‎‎Section 6.02), the parties Company, Parent and Merger Sub shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, that no such consent shall be necessary to the extent the disclosure may (i) solely relates to a Superior Proposal or Adverse Recommendation Change, (ii) is principally directed to employees, suppliers, customers, partners or vendors, so long as such communications are consistent with the previous press releases, public disclosures or public statements made jointly by the parties (or individually if approved by the other party) or (iii) would likely (in the opinion of outside counsel) be required by Applicable Law. The press release announcing the execution , Governmental Order or applicable stock exchange rule or any listing agreement of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one any party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such planhereto. Notwithstanding anything to the contrary set forth therein or herein, the Company parties agree that the Confidentiality Agreement shall continue in full force and effect until the Closing, at which time it shall automatically terminate effective as of the Closing and will be of no further force or effect. Nothing Notwithstanding anything to the contrary in this Section 6.06 shall limit Agreement, Parent may disclose the ability terms of the Transactions to its direct and indirect equityholders and their respective equityholders and limited partners consistent with customary practice in the private equity industry, so long as the Person to which Parent is disclosing such terms is bound by a customary confidentiality agreement or other similar obligation that would require such Person to keep confidential such terms. To the extent reasonably practicable and not prohibited by applicable Law, before any party hereto document or other written communication prepared by or on behalf of the Company or any of its Subsidiaries to make additional disclosures be publicly disclosed, posted or made accessible on the website of the Company (whether in written, video or oral form via webcast, hyperlink or otherwise), that are consistent in all but de minimis respects with the prior public disclosures regarding is related to any of the transactions contemplated by this AgreementAgreement and, if reviewed by a stockholder of the Company, could reasonably be deemed to constitute a “solicitation” of “proxies” (in each case, as defined in Rule 14a 1 of the Exchange Act) with respect to the Merger (a “Merger Communication”) is (a) disseminated to any investor, analyst, member of the media, employee, client, customer or other Third Party or otherwise made accessible on the website of the Company or such participant (whether in written, video or oral form via webcast, hyperlink or otherwise), or (b) utilized by any executive officer, key employee or advisor of the Company or any such participant, as a script in discussions or meetings with any such Third Parties, the Company shall (or shall cause any such participant to) reasonably determine in good faith whether that communication constitutes “soliciting material” that is required to be filed by Rule 14a 6(b) or Rule 14a 12(b) of the Exchange Act and shall promptly inform Parent of such determination in the event the Company determines to file such Merger Communication. Prior to any such dissemination or utilization of such Merger Communication, the Company shall to the extent practicable (or shall cause any such participant to) give reasonable and good faith consideration to any comments made by Parent and its counsel on any such Merger Communication; provided that such comments are made within one (1) Business Day of the date on which the Company informs Parent of such determination.

Confidentiality; Public Announcements. Except (a) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement, dated as otherwise contemplated of September 5, 2014, by Section 6.02(hand between Parent and the Company (the “Confidentiality Agreement”). (b) (andWithout limiting any other provision of this Agreement, for each of Parent and the avoidance Company shall consult with the other and issue a joint press release with respect to the execution of doubtthis Agreement. Thereafter, nothing herein shall limit the rights none of the Company, the Company Board Parent or the Special Committee under Section 6.02), the parties any of their respective Affiliates shall consult with each other before issuing issue any press release or other public announcement (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to this Agreement or the TransactionsTransactions without the prior written consent of the other party (such consent not to be unreasonably withheld, including conditioned or delayed), except (i) as such press release or other public announcement may be required by providing each Applicable Law or the applicable rules of the NYSE or, in the case of Parent, the Toronto Stock Exchange, in which case the party required to issue the release or make the announcement shall use its reasonable best efforts to provide the other party with the a reasonable opportunity to review and comment upon on such press release or public announcement prior to in advance of its issuanceissuance or (ii) in connection with a Change of Board Recommendation, if and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required permitted by Applicable Law. The press release announcing the execution terms of this Agreement Agreement. This Section 8.02(b) shall be issued only in such form as shall be mutually agreed terminate upon by the Company and Parent. Each a Change of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such planBoard Recommendation. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit 8.02(b), each of the ability of parties may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any party hereto to make additional disclosures that such statements are consistent consistent, in all but de minimis respects material respects, with the prior previous press releases, public disclosures or public statements made jointly by Parent and the Company and do not reveal material, non-public information regarding the transactions contemplated by this Agreementother parties or the Transactions.

Confidentiality; Public Announcements. Except as otherwise contemplated by The parties hereby affirm and ratify the terms of that certain confidentiality agreement, dated October 29, 2007 (the “Confidentiality Agreement”), among them concerning confidentiality, public announcements and related matters, which agreement remains valid and binding among the parties notwithstanding Section 6.02(h) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, 14.08 hereof. Parent and the Company Board or the Special Committee under Section 6.02), the parties shall will consult with each other before issuing issuing, and provide each other the opportunity to review, comment upon and concur with, and use commercially reasonable efforts to agree on, any press release or other public announcement statements with respect to the transactions contemplated by this Agreement or the TransactionsAgreement, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuanceMerger, and none of the parties or their controlled Affiliates shall not issue any such press release or make any such public announcement statement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed)such consultation, except thatas either party may determine is required by applicable Law, after having consulted court process or by obligations pursuant to any listing agreement with any national securities exchange or stock market. Notwithstanding the foregoing, if Parent determines it is required by applicable Law to make a public announcement, including, without limitation, with respect to any filing with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure SEC that Parent may be required by Applicable Law. The press release announcing to make as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby, Parent shall be issued only in such form as shall be mutually agreed upon by give the Company as much prior notice as is reasonably practicable and Parent. Each shall consult with the Company about the text of Company and Parent may, without such announcement or filing but shall not be required to obtain the consent of the other partyCompany with regard to such announcement or filing. Notwithstanding the foregoing or anything contained within the Confidentiality Agreement, communicate the parties acknowledge and agree that disclosures required to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent in connection with such plan. Notwithstanding anything Parent’s obtaining the Debt Financing as described in Section 8.13 below shall not be deemed to be in violation of this Agreement or the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreement.

Confidentiality; Public Announcements. Except as otherwise (a) Each Stockholder recognizes that successful consummation of the transactions contemplated by Section 6.02(hthis Agreement (including the Offer and the Merger) (andmay be dependent upon confidentiality with respect to the matters referred to herein. In this connection, for the avoidance of doubtpending public disclosure thereof by Buyer, nothing herein shall limit the rights of Merger Subsidiary and the Company, each Stockholder hereby agrees not to issue any press release or make any other public statement or disclose or discuss such matters with anyone not a party to this Agreement (other than such Stockholder's counsel and advisors, if any) without the Company Board prior written consent of Buyer and the Company, except for filings required pursuant to the Exchange Act and the rules and regulations thereunder or as required by law. (b) Subject to clause (a) above, Buyer and Merger Subsidiary, on the Special Committee under Section 6.02)one hand, and the parties shall Stockholder, on the other hand, will consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactionsissuing, including by providing and provide each other with the a reasonable opportunity to review and comment upon such upon, any press release or other public announcement prior statements with respect to its issuancethe transactions contemplated by this Agreement and the Merger Agreement, including the Offer and the Merger, and shall not issue, and Buyer shall ensure that none of the parties or their controlled Affiliates its subsidiaries shall issue issue, any such press release or make any such public announcement statement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed)such consultation, except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure as may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon applicable law, court process or by the Company and Parent. Each of Company and Parent mayobligations pursuant to any listing agreement with any national securities exchange or national securities quotation system, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case the party making such communications may be made consistent with release will use reasonable efforts to obtain comments from the other party before issuance of such plan. Notwithstanding anything to the contrary set forth therein release or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreementstatement.

Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, the Company Board or the Special Committee under Section 6.02), the parties shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or provided herein, the Company Parties shall adhere to the terms and conditions of the Confidentiality Agreement, and the Confidentiality Agreement shall continue in full force and effect until such time as the Closing. Nothing Confidentiality Agreement expires or terminates pursuant to its terms; provided, however, the Parties agree that all Confidential Information (as defined in this Section 6.06 the Confidentiality Agreement) of Sellers that was included in the Assets shall, for purposes of the Confidentiality Agreement and otherwise, be deemed to be the Confidential Information of Buyer, and no Seller shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects disclose such Confidential Information except with the prior public disclosures regarding written consent of Buyer, as necessary to discharge the transactions Excluded Liabilities, in a dispute between Buyer and Sellers, or as otherwise contemplated by this Agreement. Any public announcement or similar publicity with respect to this Agreement or the Transaction will be issued, if at all, at such time and in such manner as mutually agreed to by ISA and Buyer; provided, however, the foregoing shall not prohibit any Party from making, issuing or releasing any public announcements, statements or acknowledgments that such Party is required to make, issue or release by applicable Legal Requirements or by any listing agreement with or listing rules of any national securities exchange, provided further, however, that, with the exception of the announcement of this Transaction and the filing of Form 8-K on or immediately following the Effective Date and the making of any other statement substantially consistent therewith in subsequent filings with the U.S. Securities and Exchange Commission, to the extent not prohibited by applicable Legal Requirements, the issuing Party shall use commercially reasonable efforts to provide the other Party with written notice of such announcement, statement or acknowledgement (including a copy of the same) at least two (2) Business Days prior to any such issuance. In the event of a conflict between the terms of this Agreement and the Confidentiality Agreement, the terms of this Agreement shall control.

Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h6.02(g) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, Company or the Company Board or the Special Committee under Section 6.02), so long as this Agreement is in effect, the parties shall consult with each other before issuing any press release or public announcement statement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled respective Affiliates shall issue any such press release or public announcement statement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, that (i) no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The , Governmental Order or applicable stock exchange rule or any listing agreement of any party hereto if the party making such disclosure or public statement has provided the other party with an opportunity to review and comment (and the parties shall cooperate as to the timing and contents of any such press release announcing the execution of this Agreement shall be issued only in or public statement) upon any such form as shall be mutually agreed upon by the Company disclosure or public statement and Parent. Each of Company and Parent (ii) a party may, without the prior consent of the other party, make any public statements with respect to this Agreement or the Mergers that are substantially similar to those in the Proxy Statement or in previous press releases or public statements made by the Company or Parent in accordance with Section 6.02. The Company may, without Parent’s, Merger Sub I’s or Merger Sub II’s consent, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent in a manner consistent with previous statements made jointly by prior communications of the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing ; provided, however, Blackstone Real Estate Services L.L.C., the Parent Parties and their Representatives may disclose “Confidential Information” and “Discussion Information” (each as defined in this Section 6.06 shall limit the ability of any party hereto Confidentiality Agreement) to make additional disclosures that are consistent their potential debt financing sources, which debt financing sources will be deemed to be “Representatives” (as defined in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Confidentiality Agreement).

Confidentiality; Public Announcements. (a) Except as otherwise expressly contemplated by Section 6.02(h6.02(f) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, Company or the Company Board or the Special Committee under Section 6.02), prior to the parties earlier of (x) the valid termination of this Agreement pursuant to Article VIII or (y) the Closing, the Company, Parent and Merger Sub shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, that no such consent shall be necessary to the extent disclosure may (as determined by the Company in good faith following consultation with outside counsel) be required by Applicable Law. The press release announcing the execution Law or applicable stock exchange rule or any listing agreement of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one any party hereto (provided in accordance with this Section 6.06) after having consulted each case that such party shall, to the extent legally permissible, use its reasonable best efforts to consult with the other party hereto, and give good faith consideration to any input received, prior to the time such disclosure is so required to be issued); provided, further, that the parties shall not be required by this Section 6.06 to provide any other party with such consultation or consent right relating to (i) any dispute solely between the parties relating to this Agreement, (ii) any statements, press releases, public disclosures or public statements previously approved by Parent or the Company in accordance with this Section 6.06 (to the extent still accurate) and which do not add additional material information not included in such previous approved statement, or is (iii) subject to compliance with Section 6.02, any Notice of Adverse Recommendation Change or Superior Proposals. Parent will not be obligated to engage in the consultation contemplated in the foregoing sentence with respect to communications that are principally directed to its existing or prospective general or limited partners, equity holders, members and investors of Parent or its Affiliates, so long as such communications are consistent with a prior communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent accordance with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit and which do not add additional material information not included in such previous communication. Before any document or other written communication prepared by or on behalf of the ability Company or any of its Subsidiaries to be publicly disclosed, posted or made accessible on the website of the Company (whether in written, video or oral form via webcast, hyperlink or otherwise), that is related to any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding of the transactions contemplated by this Agreement and, if reviewed by a stockholder of the Company, would reasonably be deemed to constitute a “solicitation” of “proxies” (in each case, as defined in Rule 14a-1 of the Exchange Act) with respect to the Merger (a “Merger Communication”) is (i) disseminated to any investor, analyst, member of the media, employee, client, customer or other Third Party or otherwise made accessible on the website of the Company or such participant (whether in written, video or oral form via webcast, hyperlink or otherwise), or (ii) utilized by any executive officer, key employee or advisor of the Company or any such participant, as a script in discussions or meetings with any such Third Parties, the Company shall (or shall cause any such participant to) reasonably determine in good faith whether that communication constitutes “soliciting material” that is required to be filed by Rule 14a-6(b) or Rule 14a-12(b) of the Exchange Act and shall promptly inform Parent of such determination. The Company shall (or shall cause any such participant to) consult with Parent before issuing any Merger Communication, and neither the Company nor any such participant shall issue any Merger Communication prior to obtaining Parent’s consent (which consent shall not be unreasonably withheld or delayed) and give reasonable and good faith consideration to any comments made by Parent and its counsel on any such Merger Communication. (b) From and after the date hereof, notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, no consent of the Company shall be required for any Person who is a potential source of, or may provide, equity, debt or any other type of financing for the transactions contemplated hereby to become a Representative (as defined in the Confidentiality Agreement) of Vista Equity Partners Management, LLC thereunder.

Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h6.02(f) (and, for the avoidance of doubt, nothing herein shall limit (x) the rights of the Company, Company or the Company Board or the Special Committee under Section 6.02)6.02)or (y) Parent’s ability to respond thereto, prior to the earlier of (i) a valid termination of this Agreement pursuant to Section 9.01 and (ii) the Closing, the parties Company, Parent and Merger Sub shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties hereto or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, that no such consultation or consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing , Governmental Order or applicable stock exchange rule or any listing agreement of any party hereto if it has used its reasonable best efforts to the execution extent reasonably practicable to consult with the other party hereto, and given good faith consideration to any input received, prior to the time such disclosure is so required to be issued; provided that, notwithstanding the foregoing, (x) Parent, Merger Sub and the Financing Sources may make customary communications to prospective lenders and investors in connection with the arrangement of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Debt Financing without prior consultation with, or consent from, the Company and Parent(y) the Company may make issue any press release or public statement with respect to an Adverse Recommendation Change or any action taken pursuant thereto, without prior consultation with, or consent from, Parent and Merger Sub. Each of The Company and Parent may, without the consent of the other partyParent’s or Merger Sub’s consent, communicate to its directorsemployees, officers, employeescreditors, customers, suppliers and consultants so long as such communication is not inconsistent in a manner consistent in all material respects with previous statements made jointly by prior communications of the Company and that were previously approved by Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company to the extent such prior communications plan is still accurate, in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement (and any confidentiality agreements between the Company and the Guarantors and/or their respective Affiliates) shall continue in full force and effect until the ClosingClosing and thereafter terminate and be of no further force and effect; provided that Parent and Merger Sub will be permitted to disclose such information to any Financing Sources or prospective Financing Sources and other financial institutions and investors that are or may become parties to the Debt Financing and to any underwriters, initial purchasers or placement agents in connection with the Debt Financing or with respect to the Equity Financing or any other equity financing in connection with the Transactions (and, in each case, to their respective counsel and auditors) so long as such Persons (i) agree to be bound by confidentiality provisions substantially similar to those in the Confidentiality Agreement (and any confidentiality agreements between the Company and the Guarantors and/or their respective Affiliates) as if parties thereto, or (ii) are subject to other confidentiality undertakings reasonably satisfactory to the Company and of which the Company is a beneficiary. Nothing in this Section 6.06 7.03 shall limit the ability prevent any Affiliate of Parent that is a private equity or similar investment fund, or any manager or general partner of any party hereto such fund, from reporting or disclosing with respect to make additional disclosures that are consistent fundraising, marketing, informational or reporting activities, on a confidential basis, to its partners, investors, potential investors or similar parties, general information regarding this Agreement and the Transactions, in all but de minimis respects each case subject to customary obligations of confidentiality with respect to non-public information. For the prior avoidance of doubt, any public disclosures regarding the transactions contemplated filings providing notice to or seeking approval from any Governmental Authority made pursuant to Section 7.01 shall be governed by Section 7.01 and not this AgreementSection 7.03.

Confidentiality; Public Announcements. Except The parties shall issue a joint press release announcing the execution of this Agreement and agree that such initial press release shall be in the form agreed to by the parties. Thereafter, prior to the Effective Time, except as otherwise expressly contemplated by Section 6.02(h) 6.02 (and, and for the avoidance of doubt, doubt nothing herein shall limit the rights of the Company, Company or the Company Board or the Special Committee under Section 6.02), prior to any Adverse Recommendation Change made in accordance with this Agreement, the parties Company, Parent and Merger Sub shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written ' consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, that no such consent shall be necessary (a) to the extent disclosure may be required by Applicable Law. The press release announcing , Governmental Order or applicable national stock exchange rule, (b) for disclosures made in the execution of this Agreement shall be issued only ordinary course by Parent, Merger Sub and their respective Affiliates to their existing or prospective investors and limited partners, in such form as shall be mutually agreed upon each case who are subject to customary confidentiality restrictions, or (c) in connection with any actions by the Company and Parentor the Company Board expressly permitted by Section 6.02. Each of The Company and Parent may, without the consent of the other partyParent's or Merger Sub's consent, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent in a manner consistent with previous statements made jointly by prior communications of the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made only to the extent such communications are substantially consistent with such prior communications or such plan, as applicable. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing For the avoidance of doubt, neither the foregoing nor any other provision of this Agreement shall be deemed to limit any customary disclosure made by Parent, Merger Sub and their Affiliates to the Financing Sources and rating agencies in this Section 6.06 shall limit connection with efforts or activities by Parent and Merger Sub to obtain the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this AgreementFinancing.

Confidentiality; Public Announcements. Except (a) The Parties acknowledge and agree that the Confidentiality Agreement (as otherwise contemplated by Section 6.02(hamended) (remains in full force and effect and, for the avoidance of doubtin addition, nothing herein shall limit the rights of the Companycovenants and agrees to keep confidential, the Company Board or the Special Committee under Section 6.02), the parties shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with the provisions of the Confidentiality Agreement, information provided to Buyer pursuant to this Agreement. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement and the provisions of this Section 6.06, no such consent 6.07 shall be necessary to the extent disclosure may be required by Applicable Lawnonetheless continue in full force and effect. The press release announcing Parties further agree that at no time shall any Party or any of their representatives disclose any of the execution terms of this Agreement shall be issued only in such form as shall be mutually agreed upon by (including the Company and Parent. Each of Company and Parent may, economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as Party about which such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plannon-public information relates. Notwithstanding anything to the contrary set forth therein contained in the foregoing or hereinthe Confidentiality Agreement, a Party shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Authority or administrative agency to the extent necessary in compliance with applicable Law and the rules of the New York Stock Exchange. (b) Neither Seller nor, prior to the Closing, the Company Confidentiality shall issue any press release or other public communications relating to the terms of this Agreement shall continue or use Buyer’s name or refer to Buyer directly or indirectly in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects connection with Buyer’s 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 public disclosures regarding written approval of Buyer, unless required by applicable Law and except as reasonably necessary for the transactions Company and Seller to obtain the consents and approvals of third parties as contemplated by this Agreement.

Confidentiality; Public Announcements. Except (a) The Parties hereby agree that the Confidentiality Agreement entered into between Evotec France SAS and SA R&D shall remain in force and effect until the Closing Date, and shall automatically terminate upon the occurrence of the Closing. From and after the Closing Date, and for a period of five (5) years thereafter, the Parties shall, and shall cause their respective Affiliates to, maintain in strict confidence and not to disclose to any Third Party, any confidential or proprietary information relating to the Agreement, the Transaction Documents, the activity, the Sanofi Group and the transaction contemplated thereby, except as otherwise contemplated may be required by Section 6.02(happlicable Law or specific provisions of the Transaction Documents, including any information exchanged between the Parties prior to such Closing Date under the above referred Confidentiality Agreement. (b) For a period of ten (and10) years from the Closing Date, Buyer shall, and shall cause their Affiliates to, maintain in strict confidence any confidential information available at the Owned Real Property relating to studies and/or services performed for the avoidance of doubt, nothing herein shall limit the rights benefit of the CompanySanofi Group and not disclose any such confidential information to any Third Party. (c) The obligations under Sections 12.12(a) and 12.12(b) shall not apply to confidential information that: (a) is or becomes generally available to the public without breach of the commitment provided for in the Confidentiality Agreement or in Sections 12.12(a) and 12.12(b); (b) becomes available to the relevant Party or its Affiliates on a non-confidential basis from a source other than the other Party that is not subject to any duty of confidentiality (except if such confidential information relating to studies and/or services performed for the benefit of the Sanofi Group becomes available to Buyer or their Affiliates through any of the Employees; or (c) is required to be disclosed by law, order or regulation of a Governmental Authority; provided, however, that, in any such case, the Company Board relevant Party shall, to the extent permitted by Law, notify the other Party as early as reasonably practicable prior to disclosure to allow the other Party or its Affiliates to take appropriate measures to preserve the Special Committee under Section 6.02)confidentiality of such confidential information. (d) The terms and conditions of this Agreement shall be maintained in strict confidence by each of the Parties from and after the date hereof with the same degree of care as it maintains its own confidential and proprietary information and shall not be, without the parties prior written consent of the other Party, which consent shall not be unreasonably withheld, published, disseminated or disclosed to any Third Party nor used by such Party for any purpose except to the extent necessary for the performance of this Agreement. (e) Without limitation to the foregoing, Buyer and Seller shall consult with each other before issuing any press release or otherwise making any public announcement statements with respect to this Agreement Agreement, the other Party’s name or the Transactions, including by providing each other with the opportunity to review transactions contemplated hereby and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates neither Buyer nor Seller shall issue any such press release or make any such public announcement prior statement without having first submitted a draft thereof to obtaining the other parties’ written consent (which consent Party. The issuance thereof shall not be made without the prior written approval of the other Party (such approval not to be unreasonably withheld withheld). (f) However, the approval by the other Party shall not be required if the disclosing Party is subject to a legal requirement to disclose the existence and terms of this Agreement, or delayed)if such disclosure is necessary, except thatas in the reasonable opinion of the disclosing Party’s counsel, after having consulted in order to implement the provisions of this Agreement. In such event, the disclosing Party shall notify without delay the other Party and provide the other Party with a copy of the contemplated disclosure prior to submission or release as the case may be. The other Party may provide comments to the submission or release and the disclosing Party shall in such case take into consideration all such reasonable comments. Unless otherwise agreed with the other parties in accordance Party the disclosing Party shall only disclose such information that is needed to comply with this Section 6.06applicable Law. (g) Each Party is aware of (i) the fact that Buyer is a listed stock corporation, no such consent shall be necessary (ii) the fact that confidential information relating to the extent disclosure may be required by Applicable Law. The press release announcing Transaction Documents, including the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company existence and Parent. Each of Company and Parent may, without the consent terms of the other partyTransaction Documents, communicate to its directors, officers, employees, customers, suppliers may contain inside information within the meaning of Section 13 Para. 1 of the German Securities Trading Act (Wertpapierhandelsgesetz - WpHG) and consultants so long as such communication is not inconsistent with previous statements made jointly by (iii) the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreementconsequences thereof.

Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h(a) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, Parent and the Company Board or hereby acknowledge and agree to continue to be bound by the Special Committee under Section 6.02Confidentiality Agreement dated as of April 23, 2014, by and between Parent and the Company (the “Confidentiality Agreement”). (b) Without limiting any other provision of this Agreement, each of Parent and the parties Company shall consult with each the other before issuing and issue a joint press release with respect to the execution of this Agreement. Thereafter, neither the Company nor Parent, nor any of their respective Subsidiaries, shall issue any press release or other public announcement (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to this Agreement Agreement, the Offer, the Merger or the Transactionstransactions contemplated hereby without the prior written consent of the other party (such consent not to be unreasonably withheld, including conditioned or delayed), except (i) as such press release or other public announcement may be required by providing each Applicable Law or the applicable rules of NASDAQ, in which case the party required to issue the release or make the announcement shall use its reasonable best efforts to provide the other party with the a reasonable opportunity to review and comment upon on such press release or public announcement prior to in advance of its issuanceissuance or (ii) in connection with a Change of Board Recommendation, if and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required permitted by Applicable Law. The press release announcing the execution terms of this Agreement Agreement. This Section 8.02(b) shall be issued only in such form as shall be mutually agreed terminate upon by the Company and Parent. Each a Change of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such planBoard Recommendation. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit 8.02(b), each of the ability of parties may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any party hereto to make additional disclosures that such statements are consistent in all but de minimis respects not materially inconsistent with the prior previous press releases, public disclosures or public statements made jointly by Parent and the Company and do not reveal material, non-public information regarding the other parties, the Offer, the Merger or the other transactions contemplated by this Agreementhereby.

Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h(a) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, Parent and the Company Board hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement dated as of February 23, 2015, by and between Parent and the Company (the “Confidentiality Agreement”). (b) Neither Party shall, and each Party shall cause each of its respective Representatives not to, directly or the Special Committee under Section 6.02)indirectly, the parties shall consult with each other before issuing issue any press release or other public announcement with respect statement relating to the terms of this Agreement or the Transactionstransactions contemplated hereby, including unless required by providing each other Applicable Law. Notwithstanding anything herein or in the Confidentiality Agreement, (i) subject to Parent’s prior written consent (which shall not be unreasonably withheld or delayed), venture capital funds that have invested in the capital stock of the Company may make contractually-required communications to their investors (which shall contain no more information regarding the subject matter of this Agreement or the transactions contemplated hereby than is so contractually required to be disclosed and shall, in any event, not be inconsistent with any public statements made by Parent regarding the opportunity to review and comment upon such subject matter of this Agreement or the transactions contemplated hereby), (ii) the Parties agree that a press release or public announcement prior will be issued on the Merger Agreement Effective Date in a form mutually agreed upon by Parent and the Company and (iii) BridgeBio Pharma LLC will be allowed to its issuance, and none of the parties or their controlled Affiliates shall issue any such a press release or public announcement prior on the Merger Agreement Effective Date in a form consented to obtaining by the other parties’ written consent Parties (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreement.

Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h(a) (and, for the avoidance of doubt, nothing herein shall limit the rights Each of the Companyparties shall hold, and shall cause its representatives to hold in confidence all documents and information furnished to it by or on behalf of any other party to this Agreement in connection with the transactions contemplated hereby pursuant to the terms of the Confidentiality Agreement, which shall continue in full force and effect until the Closing Date and thereafter in accordance with its terms; provided, however, that notwithstanding anything in this Agreement to the contrary, the Company Board Share Seller and the Buyers and their respective Affiliates may make any disclosure to the extent it is required to do so to comply with any securities laws or stock exchange regulations or in connection with the Special Committee under Section 6.02)enforcement of this Agreement. If for any reason this Agreement is terminated prior to the Closing Date, the parties Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. (b) Buyers and the Share Seller shall consult with each other before issuing any press release or otherwise making any public announcement statements with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none transactions contemplated hereby. None of the parties or their controlled Affiliates shall issue any such press release or make any such public announcement statement prior to obtaining the other parties’ joint written consent (approval of the Buyers and the Share Seller, which consent approval shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary that to the extent disclosure may shall be required by Applicable Lawapplicable Law or applicable stock exchange regulations, any party or its Affiliates may make any required disclosure without regard to whether approval has been withheld or delayed; provided that, to the extent permitted by applicable Law or applicable stock exchange regulations, such disclosing party provides the other party with the right to review and comment on such press release, public statement or announcement in advance of publication. The foregoing shall not prohibit any press release, public statement or other public announcement to the extent such press release, public statement or other public announcement contains no additional information related to this Agreement or the transactions contemplated hereby than has previously been disclosed in any press release announcing the execution of this Agreement shall be issued only or other public announcement made in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance compliance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreement7.3.

Confidentiality; Public Announcements. Except (a) Parent and the Company hereby acknowledge and agree to continue to be bound by the Amended & Restated Mutual Nondisclosure and Nonuse Agreement dated as otherwise contemplated of February 11, 2021, by Section 6.02(hand 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 the form mutually agreed upon by Parent and the Company. The Company shall not, and the Company shall cause each of its Representatives and the other Acquired Companies (andand each of their respective Representatives) not to, for directly or indirectly, issue any press release or other public statement (including through social media and other online platforms) relating to the avoidance terms of doubtthis Agreement or the Transactions or use Parent’s name or refer to Parent directly or indirectly in connection with Parent’s relationship with the Company in any media interview, nothing 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 Parent, unless to the extent required by Applicable Law, in which case the Company shall advise Parent 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 shall limit or in the rights Confidentiality Agreement, (i) Parent may issue such press releases or make such other public statements regarding this Agreement or the Transactions as Parent may, in its reasonable discretion, determine after consultation with the Chief Executive Officer of the Company, and Parent shall reasonably consider in good faith such comments and input provided by the Company Board or the Special Committee under Section 6.02), the parties shall consult with each other before issuing any press release or respect thereto; and (ii) Parent may make public announcement statements with respect to this Agreement or and the Transactions, including their effect on Parent’s business and its financial projections, with investors, analysts and financing sources, including on its periodic earnings calls and in any “road show,” and any public disclosure as required by providing each the SEC, FINRA or other Governmental Authority as Parent may determine without prior consultation with the opportunity chief executive officer of the Company; provided, however, Parent shall provide the Company with any such public disclosures to review and comment upon such press release or public announcement be made in connection with the Closing of the First Merger to the Company at least two (2) Business Days prior to its issuancesuch public disclosure, and none of the parties or their controlled Affiliates Parent shall issue any reasonably consider in good faith such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon comments and input provided by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreementrespect thereto.

Confidentiality; Public Announcements. Except Buyer and Seller agree that the provisions of the Confidentiality Agreement between Buyer and Seller dated as otherwise contemplated of February 28, 2002 (the “Confidentiality Agreement”) in respect of the confidentiality of information are hereby incorporated herein by Section 6.02(hreference, and Buyer and its Representatives (as defined in the Confidentiality Agreement) (andshall treat all information received in connection with any of the Transaction Documents as “Information” under such provisions, for provided, however, that notwithstanding the avoidance of doubtforegoing, nothing contained herein shall limit prohibit Buyer pursuant to the rights terms and conditions of Section 8.1 from meeting with and making offers to current or former Group Business employees of Seller for employment with Buyer from and after the Closing provided that such employees were identified in advance by Seller to Buyer, and such meetings and offers were consented to by Seller, on or prior to the Closing Date and that such offers are expressly conditioned upon the consummation of the CompanyClosing, provided further, that the obligation of Buyer to refrain from hiring employees of Seller as contained in the Confidentiality Agreement shall expire and be of no further force or effect as of the second anniversary of the date hereof, provided further, that notwithstanding anything to the contrary contained in the Confidentiality Agreement, the Company Board confidentiality provisions thereof that are hereby incorporated by reference shall survive the Closing and the expiration or termination of all of the Special Committee under Section 6.02), the parties shall Transaction Documents. Each of Buyer and Seller agree to consult with each other before issuing any press release or making any public announcement statement with respect to this Agreement any of the Transaction Documents or the Transactionstransactions contemplated thereby and, including except as may be required by providing each other applicable law or any listing agreement with the opportunity to review and comment upon such press release or public announcement prior to its issuanceany national securities exchange, and none of the parties or their controlled Affiliates shall not issue any such press release or make any such public announcement statement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreementconsultation.

Confidentiality; Public Announcements. Except (a) Parent and the Company hereby acknowledge and agree to continue to be bound by the Non-Disclosure and Confidentiality Agreement dated as otherwise contemplated of January 26, 2010 by Section 6.02(hand between Parent and the Company (the “Confidentiality Agreement”). (b) (and, for Prior to the avoidance of doubt, nothing herein shall limit the rights closing of the CompanyMerger, Parent shall not, without the prior written consent of the Company Board (such consent not to be unreasonably withheld, conditioned or the Special Committee under Section 6.02delayed), the parties shall consult with each other before issuing issue any press release or otherwise make any public announcement statements with respect to this Agreement or the Transactionstransactions contemplated hereby, including except as Parent believes may be required by providing each other (a) Law, (b) the SEC, (c) the Securities Act or the Exchange Act, or (d) any listing agreement with the opportunity New York Stock Exchange, the Financial Industry Regulatory Authority, Inc. or any national securities exchange to review and comment upon such press release or public announcement which Parent is subject. Following the Closing, neither Parent nor any third party representative of Parent shall, without the prior to its issuance, and none written consent of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent Stockholder Representative (which consent shall not be unreasonably withheld or delayed), announce the consummation of the Merger, except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure as Parent believes may be required by Applicable (a) Law, (b) the SEC, (c) the Securities Act or the Exchange Act, or (d) any listing agreement with the New York Stock Exchange, the Financial Industry Regulatory Authority, Inc. or any national securities exchange to which Parent is subject. Except as set forth herein, Parent is not required to consult with the Company, the Stockholder Representative or any other party following the closing of the Merger. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by Company and the Company and Parent. Each of Company and Parent mayStockholders shall not, without the prior written consent of the other partyParent, communicate issue any press release or otherwise make any public statements with respect to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (this Agreement or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreementhereby at any time.

Confidentiality; Public Announcements. Except as otherwise expressly contemplated by Section 6.02(h6.02(f) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, the Company Board Special Committee or the Special Committee Company Board under Section 6.02), prior to any Adverse Recommendation Change, the parties Company, Parent and Merger Sub shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, that no such consent shall be necessary to the extent disclosure may (in the opinion of outside counsel) be required by Applicable Law. The press release announcing the execution , Governmental Order or applicable stock exchange rule or any listing agreement of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one any party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such planhereto. Notwithstanding anything to the contrary set forth therein or herein, the Company parties agree that the Confidentiality Agreement shall continue in full force and effect until the Closing, at which time it shall automatically terminate effective as of the Closing and will be of no further force or effect. Nothing Before any document or other written communication prepared by or on behalf of the Company or any of its Subsidiaries to be publicly disclosed, posted or made accessible on the website of the Company (whether in this Section 6.06 shall limit the ability written, video or oral form via webcast, hyperlink or otherwise), that is related to any of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this AgreementAgreement and, if reviewed by a stockholder of the Company, could reasonably be deemed to constitute a “solicitation” of “proxies” (in each case, as defined in Rule 14a-1 of the Exchange Act) with respect to the Merger (a “Merger Communication”) is (i) disseminated to any investor, analyst, member of the media, employee, client, customer or other Third Party or otherwise made accessible on the website of the Company or such participant (whether in written, video or oral form via webcast, hyperlink or otherwise), or (ii) utilized by any executive officer, key employee or advisor of the Company or any such participant, as a script in discussions or meetings with any such Third Parties, the Company shall (or shall cause any such participant to) reasonably determine in good faith whether that communication constitutes “soliciting material” that is required to be filed by Rule 14a-6(b) or Rule 14a-12(b) of the Exchange Act and shall promptly inform Parent of such determination. The Company shall (or shall cause any such participant to) give reasonable and good faith consideration to any comments made by Parent and its counsel on any such Merger Communication.

Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h(a) (andAt all times on and after the Agreement Date, for neither Seller nor Seller Parent shall, and each of them shall cause its respective Representatives to not, make any statements to any third party with respect to this Agreement, the avoidance existence of doubtthis Agreement, nothing herein shall limit or the rights Transactions, or disclose to any third party any confidential information of the CompanyBusiness, Seller or Buyer. The parties acknowledge that Seller Parent’s announcement of the Transactions to customers, suppliers, investors, employees, and otherwise (the “Transaction Announcement”) and the timing thereof has been agreed by the parties. Seller Parent will file a Form 8-K promptly after the date hereof, with solely the Transaction Announcement attached as an exhibit thereto (in the form attached hereto as Exhibit E, the Company Board or “Transaction 8-K”). Other than the Special Committee under Section 6.02), posting of the Transaction Announcement on Seller Parent’s website at the time mutually agreed upon by the parties (which shall consult with each other before issuing not be distributed via any press release distribution service) and filing of the Transaction 8-K, no party shall make, or cause to be made, or permit any of its Affiliates to make, any press release or public announcement with or other similar communications in respect to of this Agreement Agreement, the Operative Documents or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement Transactions without prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party (which consent may be withheld in such party’s sole discretion). This Section ‎4.4 shall not restrict disclosures by Seller or Seller Parent (a) to their legal and financial advisors (so long as the same are obligated to maintain the confidentiality of the information provided), communicate or (b) to its directorsthe Transferred Employees in connection with the Offer Letters and the NDAs. (b) Notwithstanding Section ‎4.4(a), officersany of the Seller and Seller Parent may disclose any such information contemplated thereby as and to the extent required by Applicable Law or by the rules and regulations of a national securities exchange (on the advice of legal counsel), employees, customers, suppliers and consultants so long as such communication is not inconsistent party shall (i) notify Buyer in writing of such information to be disclosed in advance of its disclosure to enable Buyer to seek a protective Order or other remedy, and (ii) cooperates in connection with previous statements made jointly by Xxxxx’s efforts to obtain an Order or other reliable assurance that confidential treatment shall be accorded to such of the Company and disclosed information that Buyer so designates. For the avoidance of doubt, Seller Parent (may file a redacted version of this Agreement as an exhibit to any quarterly or made by one party hereto in accordance with this Section 6.06) after having consulted annual report Seller Parent files with the other parties SEC; provided, however, Seller Parent shall consult with Buyer in accordance advance of filing any such report and shall provide a reasonable opportunity to Buyer to propose revisions to such exhibit, and which revisions Seller and Seller Parent shall make absent a reasonable basis for objection (and shall provide Buyer with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent prompt notice of any such objection and the Company in which case basis therefor and a reasonable opportunity to consider and discuss such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreementobjection).

Confidentiality; Public Announcements. Except as otherwise (a) Buyer acknowledges that the information being provided to it in connection with the transactions contemplated by Section 6.02(hthis Agreement and other Transaction Documents is subject to the terms of the Confidentiality Agreement, which terms are incorporated herein by reference. The Confidentiality Agreement shall be deemed to have been terminated at the Closing Date with respect to the obligations of the Buyer solely with respect to information relating to the Purchased Assets and the Business and Sellers shall, following the Closing, treat such information as confidential information of the Buyer thereunder; provided, however, that each of the Sellers and Buyer acknowledges that any and all other information provided to it by the other and their Affiliates shall remain subject to the terms and conditions of the Confidentiality Agreement; and provided further, that Sellers may discuss any confidential information with its lenders so long as lenders agree to be bound by similar confidentiality obligations set forth in the Confidentiality Agreement. (b) Unless and until the Closing occurs, no Party shall issue any press release or make any public statement with respect to this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby without the prior written consent of the other Parties, except that (andi) any Party may make any disclosure required by applicable Law (including federal or foreign securities laws) or applicable securities exchange listing requirement if it determines in good faith that it, for or any of its Affiliates, is required to do so and (ii) upon execution of this Agreement the Parties shall issue press releases announcing the transaction in a form mutually agreed upon by the Parties. A Party, with respect to each such disclosure, shall provide Sellers or the Buyer, as applicable, with prior notice and a reasonable opportunity to review and comment on the disclosure. For the avoidance of doubt, nothing herein shall limit the rights all contents of the Company, the Company Board or the Special Committee under Section 6.02), the parties shall consult with each other before issuing any press release or public announcement with respect releases and statements issued pursuant to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent 8.06(b) shall be necessary to the extent disclosure may be required approved by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent both Buyer and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this AgreementSellers.

Confidentiality; Public Announcements. Except (a) Parent and the Company hereby acknowledge and agree to continue to be bound by the confidentiality and exclusivity obligations set forth in the Exclusivity Agreement dated as otherwise contemplated of August 12, 2009 by Section 6.02(h) (andand between VLOC, for the avoidance a subsidiary of doubtII-VI, nothing herein shall limit the rights of and the Company, as amended (the Company Board or the Special Committee under Section 6.02“Exclusivity Agreement”), the terms of which are incorporated herein by reference, except that the parties agree that the Exclusivity Agreement, including Section 1 and 2 thereof, shall consult with each other before issuing any press release or public announcement remain in full force and effect and not terminate until and unless this Agreement is terminated pursuant to Article X. Notwithstanding the foregoing, the provisions of this Section 6.14(a) shall not apply with respect to disclosures contemplated by this Agreement. Effective upon the Closing Date, the Exclusivity Agreement or shall terminate with respect to information related to the Transactions, including by providing each other with Target Companies. (b) Parent and the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none Company have agreed on the content of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The initial press release announcing the execution of this Agreement shall be issued only in and the Merger. Following issuance of such form as shall be mutually agreed upon by press release, the Company shall, and Parent. Each shall cause each of Company its Representatives and Parent maythe Target Companies (and each of their respective Representatives) not to, directly or indirectly, issue any press release, customer notification or other public statement relating to the terms of this Agreement or the transactions contemplated hereby or use the Buyer Parties’ name or refer to a Buyer Party directly or indirectly in connection with the Buyer Party’s relationship with the Target Companies without the consent prior written approval of the other partyII-VI, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly unless required by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such planapplicable Law. Notwithstanding anything to the contrary set forth therein in this Agreement or hereinin the Exclusivity Agreement, the Company Confidentiality Buyer Parties may issue such press releases or make such other public statements regarding this Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding or the transactions contemplated by this Agreementhereby as the Buyer Parties may, in its reasonable discretion, determine.

Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h(a) (and, for Purchaser and the avoidance of doubt, nothing herein shall limit Company acknowledge that they are parties to the rights of the CompanyConfidentiality Agreement, the Company Board or the Special Committee under terms of which are incorporated herein by reference and which shall apply to Section 6.02)6.03. At Closing, the parties Confidentiality Agreement shall consult with each other before issuing be automatically terminated in its entirety; provided, however, that if for any press release or public announcement with respect to reason this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement is terminated prior to its issuancethe Closing, the Confidentiality Agreement shall nonetheless continue in full force and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties effect in accordance with this Section 6.06, no such consent shall be necessary its terms. (b) The Parties have agreed to the extent disclosure may be required by Applicable Law. The text of a press release announcing the execution of this Agreement. Except as may be required to comply with the requirements of any applicable Law or the rules and regulations of any stock exchange or national market system upon which the securities of Purchaser are listed, including the filing of any Current Report on Form 8-K or other appropriate filings with the SEC, no Party will issue any press release or other public announcement relating to the subject matter of this Agreement shall be issued only in such form as shall be mutually agreed upon by or the Company and Parent. Each of Company and Parent may, Transactions without the prior written consent of the Shareholders’ Representative, in the case of Purchaser, or Purchaser, in the case of the Company. To the extent a Party is required by Law to issue a press release or other partypublic announcement relating to the subject matter of this Agreement or the Transactions (i) prior to the Closing, communicate the disclosing Party and its Representatives shall use commercially reasonable efforts to its directorsconsult with the Shareholders’ Representative, officersif the disclosing party is Purchaser, employeesor Purchaser, customersif the disclosing party is a Seller or a Target Company, suppliers to review such announcement or communication and consultants so long as the opportunity to comment thereon and the disclosing Party shall consider such communication is not inconsistent with previous statements made jointly by the Company and Parent comments in good faith, or (or made by one party hereto in accordance with this Section 6.06B) after having consulted the Closing, the disclosing Party and its Representatives shall use commercially reasonable efforts to consult with the Shareholders’ Representative, if the disclosing Party is Purchaser or a Target Company, and Purchaser, if the disclosing Party is a Seller. Notwithstanding the foregoing, without such prior written consent, Purchaser shall be permitted to issue a press release or other parties in accordance with public announcement containing information relating to this Section 6.06 Agreement or the Transactions that is substantially consistent with information included in a communications plan press release or other public announcement previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything approved pursuant to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreementpreceding sentence.

Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h6.02(g) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, Company or the Company Board or the Special Committee under Section 6.02), so long as this Agreement is in effect, the parties shall consult with each other before issuing any press release or public announcement statement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement statement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, that (i) no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The , Governmental Order or applicable stock exchange rule or any listing agreement of any party hereto if the party making such disclosure or public statement has provided the other party with an opportunity to review and comment (and the parties shall cooperate as to the timing and contents of any such press release announcing the execution of this Agreement shall be issued only in or public statement) upon any such form as shall be mutually agreed upon by the Company disclosure or public statement and Parent. Each of Company and Parent (ii) a party may, without the prior consent of the other party, make any public statements with respect to this Agreement or the Merger that are substantially similar to those in the Proxy Statement or in previous press releases or public statements made by the Company or Parent in accordance with Section 6.02. The Company may, without Parent’s or Merger Sub consent, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent in a manner consistent with previous statements made jointly by prior communications of the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing ; provided, however, Blackstone Real Estate Services L.L.C., the Parent Parties and their Representatives may disclose “Evaluation Material” and “Transaction Information” (each as defined in this Section 6.06 shall limit the ability of any party hereto Confidentiality Agreement) to make additional disclosures that are consistent their potential financing sources, which financing sources will be deemed to be “Representatives” (as defined in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Confidentiality Agreement).

Confidentiality; Public Announcements. Except as otherwise contemplated This Insurance Agreement and all written information delivered by Section 6.02(hany party to any other party hereto pursuant to this Insurance Agreement or any Related Document (collectively, “Confidential Information”) (and, for the avoidance of doubt, nothing herein is confidential and shall limit the rights not be disclosed to any Person not a party to any of the CompanyRelated Documents, without the Company Board prior written consent of the Series 2007-1 Class A Insurers, by the other parties hereto or their agents or affiliates, except to accountants, attorneys and other advisors to such party who are advised of the Special Committee under Section 6.02)confidentiality hereof and instructed to maintain such confidentiality, and except to the Rating Agencies, Governmental Authorities or other entities having regulatory authority over either Series 2007-1 Class A Insurer, reinsurers and to the extent required to be disclosed pursuant to the Related Documents or pursuant to applicable law. The other parties shall hereto will consult with each other before issuing any press release or public announcement the Series 2007-1 Class A Insurers, reasonably in advance of its publication, with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or initial public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent consummation of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such planTransaction. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing contained in this Section 6.06 shall limit 6.12, the ability of Trustee and the Series 2007-1 Class A Insurers may use, disseminate or disclose any party hereto Confidential Information to make additional disclosures that are consistent any person or entity in all but de minimis respects connection with the enforcement of the rights of the Trustee or the Series 2007-1 Class A Insurers under the Indenture and the Related Documents; provided, however, that prior public disclosures regarding to disclosing any such Confidential Information (i) to any Person other than in connection with any judicial or regulatory proceeding, such Person shall agree in writing to maintain such Confidential Information in a manner at least as protective of the transactions contemplated by Confidential Information as the terms of this AgreementSection 6.12 or (ii) to any Person in connection with any judicial or regulatory proceeding, a protective order or other similar treatment protecting such Confidential Informational shall first be obtained.

Confidentiality; Public Announcements. The Confidentiality Agreement, except to the extent provided therein or modified herein, will remain in full force and effect until Closing. Upon execution of this Agreement and again upon Closing, Buyer and Seller shall have the right to issue individual press releases that are mutually acceptable, each party acting reasonably, with respect to this Agreement and the transactions contemplated hereby, and Buyer shall have the right to make required filings with respect to this Agreement and the transactions contemplated hereby with the SEC. Except as otherwise contemplated by Section 6.02(h) (andprovided in the immediately preceding sentence, for the avoidance of doubt, nothing herein neither Buyer nor Seller shall limit the rights of the Company, the Company Board or the Special Committee under Section 6.02), the parties shall consult with each other before issuing issue any press release or otherwise make any statement to the public announcement generally with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, transactions contemplated hereby without the prior consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such planparties. Notwithstanding anything to the contrary set forth therein or hereinUpon Closing, the Company Confidentiality Agreement shall continue in full force be terminated, except for Buyer’s obligations with respect to information provided thereunder relating to Seller’s Affiliates’ properties and effect until other assets. Following Closing, Seller shall maintain the Closing. Nothing in this Section 6.06 shall limit confidentiality of, and not disclose, information relating to the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding Assets and the transactions contemplated by this Agreement except for disclosures that would be permitted by the exceptions applicable to Buyer in the Confidentiality Agreement. Notwithstanding the above, nothing in this Section 7.5 will preclude any person from making any disclosures it reasonably believes are required by Applicable Law or stock exchange rules or necessary and proper in conjunction with the filing of any Tax Return or other document required to be filed with any Governmental Entity; provided that the respective party shall endeavor to allow the other parties reasonable time to review and comment thereon in advance of such disclosure. After the Closing Date, subject to any obligations Seller or Buyer may have under Applicable Law: (i) Seller shall not disparage Buyer with respect to the Assets; and (ii) Buyer shall not disparage Seller with respect to the Assets.

Confidentiality; Public Announcements. Except (a) This Agreement and the information exchanged between the parties hereto by reason of the Transaction hereby shall be confidential and shall therefore not be disclosed to any person until the fifth anniversary of this Agreement, unless there exists the obligation to disclose said information under the Law or upon request of a competent judicial or administrative authority, in which case the party required to disclose information shall notify in writing to the other party of the disclosure made, provided that such disclosure shall not include the names of the Selling Shareholders or any member of the [REDACTED] familiy. The name of the Selling Shareholders or any member of the [REDACTED] family may only be disclosed in cases where such names are expressly requested by a competent Governmental Autority and expressly and undoubtfully required by Law. (b) Natus and the Company shall be allowed to disclose the name of [REDACTED] in connection with his capacity as otherwise contemplated by Section 6.02(hgeneral manager (gerente general) of the Company (andor in connection with other position that [REDACTED] may occupy in the Company in the future), for the avoidance of doubt, nothing herein shall limit the rights provided that such disclosure is reasonably discreet and makes no reference to [REDACTED] in his capacity as ex shareholder of the Company, the Company Board or the Special Committee under Section 6.02), the parties . (c) Natus and Selling Shareholder shall consult with each other before issuing any press release or otherwise making any public announcement statements with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review Transaction and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall not issue any such press release or make any such public announcement statement prior to obtaining the other parties’ written consent (which consent such consultation and shall not be unreasonably withheld or delayed)include the name of any of the parties, the name of the Company, and Purchase Price, except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure as may be required by Applicable LawLaw or the rules or regulations of any United States securities exchange. The parties shall agree upon the form of a joint press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreement.

Confidentiality; Public Announcements. Except as otherwise expressly contemplated by Section 6.02(h) ‎Section 6.02 (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, the Company Board Special Committee or the Special Committee Company Board under Section ‎Section 6.02), prior to any Adverse Recommendation Change, the parties Company, Parent and each Merger Sub shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, that no such consent shall be necessary to the extent disclosure may (in the opinion of outside counsel) be required by Applicable Law. The press release announcing the execution , Governmental Order or applicable stock exchange rule or any listing agreement of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one any party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such planhereto. Notwithstanding anything to the contrary set forth therein or herein, the Company parties agree that the Confidentiality Agreement shall continue in full force and effect until the Closing, at which time it shall automatically terminate effective as of the Closing and will be of no further force or effect. Nothing Before any document or other written communication prepared by or on behalf of the Company or any of its Subsidiaries to be publicly disclosed, posted or made accessible on the website of the Company (whether in this Section 6.06 shall limit the ability written, video or oral form via webcast, hyperlink or otherwise), that is related to any of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreement and, if reviewed by a stockholder of the Company, could reasonably be deemed to constitute a “solicitation” of “proxies” (in each case, as defined in Rule 14a-1 of the Exchange Act) with respect to the Mergers (a “Merger Communication”) is (i) disseminated to any investor, analyst, member of the media, employee, client, customer or other Third Party or otherwise made accessible on the website of the Company or such participant (whether in written, video or oral form via webcast, hyperlink or otherwise), or (ii) utilized by any executive officer, key employee or advisor of the Company or any such participant, as a script in discussions or meetings with any such Third Parties, the Company shall (or shall cause any such participant to) reasonably determine in good faith whether that communication constitutes “soliciting material” that is required to be filed by Rule 14a-6(b) or Rule 14a-12(b) of the Exchange Act and shall promptly inform Parent of such determination. The Company shall (or shall cause any such participant to) give reasonable and good faith consideration to any comments made by Parent and its counsel on any such Merger Communication. Notwithstanding anything to the contrary in this Agreement, Parent may disclose the terms of the Transactions to its direct and indirect equityholders and their respective equityholders and limited partners consistent with customary practice in the private equity industry, so long as the Person to which Parent is disclosing such terms is bound by a customary confidentiality agreement or other similar obligation that would require such Person to keep confidential such terms.

Confidentiality; Public Announcements. Except as otherwise contemplated (a) Purchaser shall hold in confidence, and shall not disclose to any Person, unless and to the extent disclosure is required by Section 6.02(hjudicial or administrative process or by other requirement of Law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information which is reasonably understood by Purchaser to be confidential (collectively, “Confidential Information”) concerning the Company and its Subsidiaries furnished to it by Company or its representatives pursuant to this Agreement (andexcept (a) to the extent such Confidential Information was (i) previously known by Purchaser or any Affiliates on a non-confidential basis, for (ii) in the avoidance public domain through no breach of doubt, nothing herein shall limit Purchaser of any of the rights of confidentiality obligations to the Company, (iii) later acquired by Purchaser or any Affiliate from other sources not known by Purchaser or such Affiliate to be subject to a duty of confidentiality with respect to such Confidential Information, and (b) Confidential Information may be disclosed by Purchaser to any Affiliates or Purchaser’s or any Affiliate’s respective representatives in connection with the management of the investment of Purchaser and any Affiliates in the Company; provided that Purchaser informs any such Person that such information is confidential. If disclosure is required by judicial or administrative process or by any other requirement of law, Purchaser shall provide the Company Board with prompt written notice to the extent permissible by law, together with a copy of any material proposed to be disclosed, so that the Company may (a) seek, at the Company’s expense, an appropriate protective order or other appropriate relief (and Purchaser and the Special Committee under Section 6.02Affiliate shall reasonably cooperate with the Company, at the Company’s expense, to obtain such order or relief), or (b) if the parties Company so elects, waive compliance with the provisions of this Section 8.2(a). (b) No later than three (3) days after the Closing Date, at 9:00 a.m. (New York Time), to the extent not already publicly disclosed, the Company shall issue a publicly available press release or file with the SEC a Report on Form 6-K disclosing (i) the material terms of the transactions contemplated by the Transaction Documents and (ii) any other information (or an appropriate summary that, at a minimum, includes the material portions thereof), in each case that constitutes material non-public information under applicable United States federal and state securities laws that was provided by the Company or any of its representatives to Purchaser or its Affiliates. (c) The Company will consult with each other Purchaser before issuing any press release or making any public announcement statement or filing with respect to this Agreement or the Transactions, including by providing each other Transaction Documents and the transactions contemplated hereby and will provide Purchaser and its counsel with the opportunity to review and comment upon such a draft of any press release or other public announcement statement or filing at least one (1) day prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed)disclosure, except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required where advance notice is not permitted by Applicable applicable Law. The press release announcing the execution Company will in good faith consider comments to or other modifications of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plandisclosure. Notwithstanding anything herein to the contrary set forth therein or hereincontrary, the Company Confidentiality Agreement shall continue in full force and effect until not use Purchaser’s name without Purchaser’s prior written approval, except as required by applicable law; provided, that if the Closing. Nothing in this Section 6.06 Company has received the requisite approval for any disclosures as required hereunder, the Company or its Affiliates shall limit the ability of any party hereto be entitled to make additional disclosures substantially similar (as to form and content) to those prior disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreementhave been so approved.

Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h(a) (andFrom and after the date hereof, for the avoidance of doubt, nothing herein shall limit the rights each of the CompanyCompany Aggregator and the Company shall, and shall cause their respective Subsidiaries and use their reasonable best efforts to direct their respective Representatives and Affiliates, to keep confidential and not use (other than with respect to the Company and its Subsidiaries and their respective Representatives, in respect of the ownership and operation of the Excluded Assets and the Excluded Liabilities) any non-public information primarily relating to the Purchased Assets and the Assumed Liabilities (such information, the “Business Confidential Information”). In the event that the Company Aggregator, the Company Board or any Company Subsidiary is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, such Person shall provide the Purchaser with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Purchaser may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 8.8(a). If, in the absence of a protective order or other remedy or the Special Committee under Section 6.02)receipt of a waiver by the Purchaser, the parties Company Aggregator, the Company or a Company Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, such Person may disclose to the applicable Governmental Authority only that portion of the Business Confidential Information which counsel to such Person advises is legally required to be disclosed; provided, however, that such Person shall consult with each other before issuing any use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Information. (b) The initial press release or relating to this Agreement shall be a joint press release, the text of which has been agreed to by each of Parent and the Company prior to the execution of this Agreement and such initial press release (the “Closing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement. Promptly after the execution of this Agreement, Parent shall file a current report on Form 8-K (the “Closing Form 8-K”) with the Closing Press Release and a description of this Agreement as required by, and in compliance with, the applicable securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Parent shall consider such comments in good faith. From and after the date hereof, each of Parent, the Company Aggregator and the Company shall not make any public announcement statements (including through social media platforms) with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, Transactions without the prior written consent of the other partyParty (not to be unreasonably withheld, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent conditioned or delayed) except (or made by one party hereto in accordance with this Section 6.06i) after having consulted with prior consultation and good faith consideration of the other parties Party’s comments to the extent practicable in accordance with this Section 6.06 the circumstances, to the extent required by applicable Law or is consistent with a communications plan previously agreed to by Parent and the Company stock exchange rules (in which case such communications may be made consistent with such plan. Notwithstanding anything Party shall, to the contrary set forth therein extent practicable, consult in good faith with the other Parties before making such public statement), or herein(ii) for any statement made by a Party in connection with a dispute between the Parties regarding this Agreement or the Transactions. Furthermore, nothing contained in this Section 8.8 shall prevent Parent, the Company Confidentiality Agreement shall continue or the Company Aggregator and/or their respective Affiliates from furnishing customary or other reasonable information concerning the Transactions to their direct or indirect current or prospective general and limited partners, equity holders, members, managers and investors, in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto each case, who are subject to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreementcustomary confidentiality restrictions.

Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h(a) (andPrior to the Closing, for the avoidance of doubt, nothing herein shall limit the rights of the Company, the Company Board or the Special Committee under Section 6.02), the parties Sellers and Purchaser shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties hereto or their controlled Affiliates or, in the case of Sellers, an immediate family member or family trust, or an immediate family member or family trust of any of their Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, that no such consent shall be necessary to the extent disclosure may be required by Applicable Law, Governmental Order or applicable stock exchange rule or any listing agreement of any party hereto. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other partyPurchaser’s consent, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent in a manner consistent with previous statements made jointly by prior communications of the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent Purchaser and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. (b) Any consents or approvals required from the Company, Sellers or Purchaser under or pursuant to Section 7.04(a) may be given by, and each of the other parties may direct any requests for such consents or approvals to, the communications representative appointed by the relevant party prior to the date hereof (or any replacing communications representative notified by a party to the other parties in writing after the date hereof) and each of the other parties shall be entitled conclusively and absolutely to rely, without enquiry, on any acts or statements of the communications representative made or purported to be made on behalf of the party having appointed that communications representative in relation to the subject matter of Section 7.04(a) as being acts or statements of that party. Nothing Between the date of this Agreement and Closing, each party undertakes to procure that any reasonable request for consent or approval made under or pursuant to Section 7.04(a) is responded to without undue delay and in this Section 6.06 any case within forty-eight (48) hours from receipt of such request, and if no response is received within such forty-eight (48) hours then consent and approval shall limit the ability of any party hereto be deemed to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreementhave been given.

Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h(a) (andUltimate Parent, for the avoidance of doubt, nothing herein shall limit the rights of the Company, Parent and the Company Board hereby acknowledge and agree to continue to be bound by that certain nondisclosure agreement dated as of November 21, 2012, by and between Parent (or an Affiliate of Parent) and the Special Committee under Section 6.02Company (the “Confidentiality Agreement”). (b) The parties shall not, and the parties shall consult with cause each other before issuing of their respective Representatives not to, directly or indirectly, issue any press release or other public announcement with respect statement relating to the terms of this Agreement or the Transactions, including by providing each transactions contemplated hereby or use any other party’s name or refer to any other party directly or indirectly in connection with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted party’s relationship with the other parties in accordance with this Section 6.06any media interview, no such consent shall be necessary 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 Parent, on the one hand, and the Equityholder Representative, on the other hand, unless (i) required by Applicable Law, including to the extent disclosure may be is required by the Equityholders to their respective Tax, legal or financial advisors for purposes of complying with such Equityholder’s Tax obligations or other reporting obligations under Applicable LawLaw arising out of the transactions contemplated hereby and (ii) to the extent disclosure is made by an Equityholder that is a venture capital or private equity fund to its partners and limited partners, subject to a duty of confidentiality, and is limited to the results of such Equityholder’s investment in the Company. The press release announcing In addition, (i) an Equityholder will be permitted to communicate, without any consent of Parent, with its current and prospective investors after the execution Effective Time regarding the existence of the Merger, the return on an Equityholder’s investment in the Company and other summary terms of the Merger, including the name of Parent, and (ii) an Equityholder will be permitted to communicate, without such consent, information regarding the subject matter of this Agreement to the extent that such information is or becomes generally known to the public without violation of this Agreement or any other agreement or obligation restricting the disclosure of such information. Notwithstanding the foregoing, following Closing and the public announcement of the Merger, the Equityholder Representative shall be issued only permitted to publicly announce that it has been engaged to serve as the Equityholder Representative in connection with the Merger as long as such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent announcement does not disclose any of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by terms of the Company and Parent (Merger or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreementherein.

Confidentiality; Public Announcements. Except (a) The Parties have previously executed a Confidentiality Agreement (the “Confidentiality Agreement”) and an amendment thereto, both of which appear as otherwise Exhibits L and L-1, and are hereby incorporated by Reference in this Agreement and made a part hereof, provided, however, that, the uses of confidential information permitted under the Confidentiality Agreement shall include all uses that may be necessary or desirable to enable CRTX to perform its obligations under this Agreement, and to the extent that any provisions of the Confidentiality Agreement conflict with any provisions of this Agreement, the provisions of this Agreement shall govern. (b) The Parties have agreed on an initial press release of the transaction contemplated by Section 6.02(h) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, the Company Board or the Special Committee under Section 6.02), the parties shall consult with each other before issuing any press release or public announcement with respect to this Agreement which is attached hereto as Exhibit K (the “Initial Press Release”). The Initial Press Release may be issued or used by each Party individually or by the TransactionsParties jointly on or after the Effective Date. Thereafter, including by providing each other with Party may disclose the opportunity to review and comment upon information contained in such press release or without need for further approval by the other. (c) CRTX may make subsequent public announcement prior disclosures from time to its issuancetime after good faith consultation with DCI. DCI may make such public disclosures only with the approval of CRTX, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall approval will not be unreasonably withheld or delayed). When a Party (the “Requesting Party”) elects to make any such public disclosure, except that, after having consulted with it will give the other parties Party (the “Cooperating Party”) at least five (5) business days notice to review and comment on such statement, and in accordance with this Section 6.06, no such consent any event the Cooperating Party shall be necessary work diligently and reasonably to agree on the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability text of any party hereto to make additional disclosures that are consistent proposed disclosure in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreementan expeditious manner.

Confidentiality; Public Announcements. Except as otherwise contemplated (a) Information obtained in confidence by Section 6.02(h) (andeither party in connection with this Agreement or the Contemplated Transactions, for shall be subject to the avoidance Confidentiality Agreement dated August 16, 2001 between BrightCube and Buyer. The obligations of doubt, nothing herein Buyer under the aforesaid Confidentiality Agreement with respect to information relating to the PhotoLoft Business shall limit terminate and be of no force or effect upon the rights occurrence of the Company, the Company Board or the Special Committee under Section 6.02), the parties shall consult with each other before issuing any press release or Closing. (b) Any public announcement or similar publicity with respect to this Agreement or the TransactionsContemplated Transactions may be issued, including if at all, at such time and in such manner as mutually agreed to by providing each Buyer and BrightCube; provided, 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 with the opportunity to review and comment upon such press release or public announcement party not less than two (2) days prior to its issuancesuch disclosure and shall have attempted, and none of to the parties extent reasonably possible, to clear such announcement, statement, acknowledgment or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted revelation with the other parties in accordance with this Section 6.06, no such consent shall be necessary party. Subject to the extent disclosure may be required foregoing, BrightCube and Buyer shall consult with each other concerning the means by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, which Sellers' employees, customers, and suppliers and consultants so long as others having dealings with Sellers will be informed of the Contemplated Transactions, and Buyer will have the right to be present for any such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreementcommunication.

Confidentiality; Public Announcements. Except as otherwise contemplated (a) The parties hereto (including the Shareholders by Section 6.02(htheir execution and delivery of a Support Agreement) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, hereby acknowledge that Parent and the Company Board or have previously executed a Mutual Non-Disclosure Agreement, dated April 24, 2021, by and between Parent and the Special Committee under Section 6.02Company (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms; provided that the parties confidentiality and use restrictions contained in the Confidentiality Agreement that are applicable to the Company shall consult with also apply to each other before issuing any press release Shareholder who has executed and delivered a Support Agreement. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Parent may make such public announcement with respect to communications regarding this Agreement or the Transactions, including by providing each other with the opportunity Transactions as Parent may determine is reasonably appropriate to review and comment upon such press release any Governmental Body or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary administrative agency to the extent disclosure may be required by necessary or advisable in compliance with Applicable Law. Law and the rules of the NASDAQ. (b) The initial press release announcing with respect to the execution of this Agreement shall be issued only in such form as shall be mutually a joint press release agreed upon by Parent and the Company. Thereafter, (i) each of the Company and Parent. Each the Shareholders shall not, and shall cause each of Company its Affiliates and Parent mayeach of its and their respective Representatives not to, without directly or indirectly, issue any press release or other public statement relating to the consent terms of this Agreement or the other party, communicate Transactions (to its directors, officers, employees, customers, suppliers and consultants so long as such communication is the extent not inconsistent with previous statements made jointly by the Company and Parent (previously issued or made by one party hereto in accordance with this Section 6.06Agreement) after having consulted or use Parent’s name or refer to Parent directly or indirectly in connection with Parent’s relationship with any Acquired 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 Parent, unless required by Applicable Law and (ii) the Parent shall not, and shall cause each of its Affiliates and each of its and their respective Representatives not to, directly or indirectly, issue any press release or other parties public statement relating to the terms of this Agreement or the Transactions (to the extent not previously issued or made in accordance with this Section 6.06 Agreement) without the prior written approval of the Company, unless required by Applicable Law (including applicable stock exchange listing rules) or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. institutional reporting obligations. (c) Nothing in this Section 6.06 6.2(a) or Section 6.2(b) shall limit the ability right of a Shareholder which is an investment fund or partnership to provide updates to its limited partners or investors and professional advisors who owe reasonable confidentiality obligations to such Shareholder with respect to the Transactions at any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreementtime.