Common use of Confidentiality; Public Announcements Clause in Contracts

Confidentiality; Public Announcements. Each party agrees to keep the terms of this Agreement confidential, except to the extent required by applicable Law (including the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public release or announcement by any party concerning this Agreement or the transactions contemplated hereby shall be made without advance approval thereof by the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party will deliver a draft of such announcement to the other party, and shall give such other party reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by such other party. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares to be purchased and sold pursuant to this Agreement or the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 of the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filing.

Confidentiality; Public Announcements. Each party agrees to keep the terms of this Agreement confidential, except Prior to the extent required by applicable Law (including the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQClosing, the parties agree that no public hereto shall use their best efforts to keep this Agreement and the execution and terms hereof confidential, and shall consult with each other before issuing any press release or announcement by making any party concerning public statement with respect to this Agreement or the transactions contemplated hereby hereby. Either party may, however, disclose such matters to its directors, officers, executive employees and professional advisors to such extent as may be reasonable for the negotiation, execution and consummation of this Agreement. Each party shall be made without advance approval thereof by keep confidential all information concerning the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party will deliver a draft of such announcement to the other party, and shall give such other party reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by such other party. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares to be purchased and sold obtained pursuant to this Agreement and shall not use such information except in connection with the transactions set forth herein. The foregoing obligations of confidentiality in this Section 7.02 do not pertain to the disclosure of information which is generally available to the public, is required to be disclosed by any court or either party discloses, upon advice of counsel, in order to comply with Applicable Law. The parties hereto recognize and agree that in the Purchase Price therefor in event of a filing made pursuant breach by a party of this Section 7.02, money damages would not be an adequate remedy to Section 13 the injured party for such breach and, even if money damages were adequate, it would be impossible to ascertain or Section 16 measure with any degree of accuracy the damages sustained by such injured party therefrom. Accordingly, if there should be a breach or threatened breach by a party of the Exchange Act and no provisions of this Section 7.02, the injured party shall be entitled to an injunction restraining the breaching party from any breach without showing or proving actual damage sustained by the injured party. Nothing in the preceding sentence shall limit or otherwise affect any remedies that a party may otherwise have any right to consent to, or provide comments on, any such filingunder Applicable Law.

Confidentiality; Public Announcements. Each party agrees to keep This Agreement is confidential, and neither Party shall disclose the terms and conditions of this Agreement confidential, except to the extent required by applicable Law any other Person (including the rules other than such Party’s Affiliates and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes its and except that such party may disclose such terms to its their respective officers, managers, directors, employees, equityholdersrepresentatives, accountantsagents, counseland advisors) or issue, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct or permit any of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party Affiliates to treat such information confidentially in accordance with this Agreement). Except as may be required by Lawissue, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public any press release or announcement by otherwise make any party concerning public statements or announcements regarding this Agreement or the transactions contemplated hereby shall by this Agreement without the prior written consent (which consent will not be made without advance approval thereof by unreasonably withheld, conditioned or delayed) of the other party. If Party, except as otherwise determined to be necessary or appropriate to comply with applicable Law or any rules or regulations of any supervisory, regulatory or other Governmental Entity having jurisdiction over it or any of its Affiliates (including the Securities and Exchange Commission and the New York Stock Exchange), in which case the Party required to make such disclosure or issue such press release or public announcement is required by Law shall use reasonable efforts to be made by any party, prior to making such announcement, such party will deliver a draft of such announcement to provide the other party, and shall give such other party Party a reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by on such other partydisclosure, press release or public announcement in advance thereof. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares to be purchased and sold pursuant to contained in this Agreement shall limit either Party’s (or either Party’s respective Affiliates’) rights to disclose the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 existence of this Agreement and the general nature of the Exchange Act transactions described herein on any earnings call or in similar discussions with financial media or analysts, stockholders and no party shall have any right to consent to, or provide comments on, any such filingother members of the investment community.

Confidentiality; Public Announcements. Each (a) Seller and Purchaser agree that each will maintain the confidentiality of and shall not use for its own benefit or the benefit of any third party agrees to keep the terms and provisions of this Agreement confidentialAgreement, except to the extent required by applicable Law (including the rules Purchase Price, and regulations promulgated by the SEC information and materials marked as “confidential” and delivered to them or NASDAQ) or made available for financial reporting purposes and except that such their inspection pursuant to this Agreement; provided, however, the parties may reveal the confidential information of the other party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counselcounsel or lenders (a) who need to know such confidential information, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct of its business (so long as such Persons b) who are informed by such party of the confidential nature of such information confidential information, and are directed (c) who agree with the other parties in writing to be bound by the terms of this Agreement with respect to such confidential information. (b) Except as otherwise provided in this Agreement or in any other agreement entered into by the parties pursuant to this Agreement, no party hereto shall, without the approval of the other parties hereto, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that any such party to treat such information confidentially shall be so obligated by applicable law, in accordance with this Agreement). Except as may which case the other parties shall be required by Law, including the rules so advised and regulations promulgated by the SEC or NASDAQ, the parties agree that no public shall use their best efforts to cause a mutually agreeable release or announcement by any party concerning to be issued; provided, that the foregoing shall not preclude communications or disclosures necessary to implement the provisions of this Agreement or to comply with the transactions contemplated hereby shall be made without advance approval thereof by the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party will deliver a draft of such announcement to the other party, accounting and shall give such other party reasonable opportunity to comment thereon Securities and use good faith efforts to consider any reasonable and timely comments provided by such other party. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares to be purchased and sold pursuant to this Agreement or the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 of the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filingCommission disclosure obligations.

Confidentiality; Public Announcements. Each (a) None of Isko, Cone or JV shall use or disclose to any third party agrees to keep the terms of this Agreement confidential, except to the extent required by applicable Law (including the rules and regulations promulgated by the SEC or NASDAQ) or for other than their respective financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, attorneys and other agents and other Affiliates as necessary in connection with the ordinary conduct of its business representatives) any information (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party "Confidential Information") relating to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public release or announcement by any party concerning this Agreement or the transactions contemplated hereby shall be made without advance approval thereof by the other party. If any hereby, except (i) such public announcement information as is required by Law to be made disclosed by any party, prior to making such announcement, such party will deliver a draft of such announcement applicable law or is or becomes generally available to the public other partythan through a breach of this Agreement or (ii) for transactions Isko specifically contemplated by this Agreement. Each of Isko, Cone and JV shall, and shall give cause each of its affiliates to, take such reasonable precautions as are necessary to prevent use or disclosure of Confidential Information by or to others. (b) Each party hereto agrees (except as necessary to perform the express terms of this Agreement) not to use, copy or disclose to any third party any trade secrets, designs, plans, inventions, practices, processes, procedures, manufacturing and processing methods, technologies and know-how (whether or not patented or patentable) and similar proprietary rights of the other parties, or any documents obtained upon request from the other parties and designated confidential, and shall, at such party's expense, return to such other party reasonable opportunity to comment thereon all confidential documents, papers and use good faith efforts to consider any reasonable and timely comments provided by other written material obtained from such other party. Notwithstanding party relating to the foregoingtransactions contemplated by this Agreement. (c) Except as ordered or required by any applicable law or competent judicial, nothing here governmental or other authority or in accordance with the requirements of any stock exchange, no Stockholder shall restrict issue any party from reporting the number of Shares to be purchased and sold pursuant press release or make any other public statement relating to this Agreement or the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 any of the Exchange Act transactions contemplated by this Agreement without obtaining the prior written approval of each other Stockholder, where such approval shall not be unreasonably withheld, as to the contents and no party shall have any right to consent to, the manner of presentation and publication of such press release or provide comments on, any such filingpublic statement.

Confidentiality; Public Announcements. Each party agrees to keep the terms of this Agreement confidential, except to the extent required by applicable Law (including the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public release or announcement by any party concerning this Agreement or the transactions contemplated hereby shall be made without advance approval thereof by the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party will deliver a draft of such announcement to the other party, and shall give such other party reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by such other party. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares Securities to be purchased and sold pursuant to this Agreement or the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 of the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filing.

Confidentiality; Public Announcements. Each party agrees to keep the terms of this Agreement confidential, except to the extent (a) Except as required by applicable Law law, under no circumstances will any party hereto (including the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except that any of such party may disclose such terms to its party’s officers, managersstockholders, directors, employees, equityholders, accountants, counsel, consultantsaffiliates, advisors, agents and other Affiliates as necessary in connection with or representatives) discuss or disclose the ordinary conduct existence or terms of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public release or announcement by any party concerning this Agreement or the transactions contemplated hereby hereunder with or to any third party, other than such legal, accounting and financial advisors and potential lenders who have a need to know such information solely for purposes of assisting the parties regarding the transactions contemplated hereunder and agree to maintain the confidentiality of such information or as may otherwise be required by law. The terms of this Agreement and the Related Agreements shall be made without advance approval thereof treated as confidential under existing non-disclosure or confidentiality agreements between the Company and any Purchasers. (b) The parties hereto shall not make, and shall not permit their respective officers, stockholders, directors, employees, affiliates, advisors, agents or representatives to make, any public announcement concerning any portion of this Agreement or any of the Related Agreements; provided, however, (i) NuVasive may issue a public announcement with respect to the Financing and (ii) any party hereto may at any time make disclosures regarding this Agreement and/or the Related Agreements if it is advised by legal counsel that such disclosure is required under applicable law, regulatory authority or any listing agreement with a public securities exchange; provided, however, that the disclosing party shall (A) consult with the other parties prior to such disclosure, and (B) seek confidential treatment for such portions of such disclosure as are reasonably requested by the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party will deliver a draft of such announcement to the other party, and shall give such other party reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by such other party. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares to be purchased and sold pursuant to this Agreement or the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 of the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filingparties.

Confidentiality; Public Announcements. Each party agrees to keep that the terms and conditions of this Agreement confidential(and all schedules, except certificates and deliverables attached hereto or delivered pursuant hereto) and the Related Agreements (and all schedules, certificates and deliverables attached thereto or delivered pursuant thereto) shall be treated as confidential information of all parties and shall not be disclosed to the extent required by applicable Law (including the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except any third party, provided, however, that such each party may disclose such terms the term and conditions of this Agreement or the Related Agreements: (i) as required by any court or other governmental body; (ii) as otherwise required by law; (iii) to its officerslegal counsel of the parties; (iv) in confidence, managers, directors, employees, equityholders, to accountants, counselbanks, consultantsprivate investors, advisorsand their advisors who have a need to know of such information in order to render services to the disclosing party, agents and who are under an obligation not to disclose such information or use such information for any purpose other Affiliates as necessary than rendering such services or for the reasons set forth in clauses (i), (ii), (iii), (iv), (v) or (vi) hereof; (v) in connection with the ordinary conduct enforcement of its business this Agreement or the Related Agreements or rights under this Agreement or the Related Agreements; or (so long vi) in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction, If a party may disclose the terms and conditions of this Agreement or the Related Agreements as such Persons are informed by provided in (i) or (ii) of the preceding sentence, such party of shall use best efforts to give the confidential nature other party reasonable advance notice of such information and are directed by disclosure so that such other party to treat such information confidentially in accordance may seek an appropriate protective order. Each Seller will consult with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public Buyer before issuing any press release or announcement by otherwise making any party concerning public statements with respect to this Agreement or the transactions contemplated hereby shall be made without advance approval thereof by or the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party will deliver a draft of such announcement to Related Agreements or the other party, transactions contemplated thereby and shall give such other party reasonable opportunity to comment thereon and use good faith efforts to consider not issue any reasonable and timely comments provided by such other party. Notwithstanding press release or make any public statements without the foregoing, nothing here shall restrict any party from reporting the number prior written consent of Shares to be purchased and sold pursuant to Buyer or otherwise disclose this Agreement or the Purchase Price therefor contents hereof or the Related Agreements or the contents thereof, unless in a filing made pursuant the opinion of counsel to Section 13 or Section 16 of such Seller, such disclosure is required by law (and solely to the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filingextent required).

Confidentiality; Public Announcements. Each (a) No party agrees hereto will use, transfer, release, publish, reveal or disclose, directly or indirectly, any trade secrets or other business and/or technical information of the other party that is of a proprietary or confidential nature, including, but not limited to, systems, processes, data, computer programs, know-how, developments, designs, techniques, marketing and advertising methods, supplier agreements, customer lists, pricing policies, financial information, projections, forecasts, strategies, budgets or other information related to keep its business or its customers (the terms of this Agreement confidential"Evaluation Material"), except (x) to the extent required by applicable Law (including the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except that such party may disclose such terms to its party's directors, officers, managers, directors, employees, equityholdersfinancial advisors, accountants, legal counsel, consultantsindependent certified public accountants or other agents, advisorsadvisors or other representatives as shall reasonably require access thereto for the purpose of the transactions contemplated hereby, agents and (y) to persons other Affiliates as necessary than those described in connection (x) above with the ordinary conduct prior written consent of its business the ESOP or the Buyer, as the case may be, and (so long as such Persons are informed z) by such party as required under public disclosure obligations imposed thereon by applicable law. The foregoing restrictions on disclosure of information do not extend to any Evaluation Material that (A) is publicly known at the time of its disclosure, (B) is lawfully received from a third party not bound by a confidential nature of relationship to such information and are directed other party, (C) is shown by such party to treat have been generated independently by such party or any of the persons listed in (x) above solely from information confidentially in accordance not supplied by the other party or its representatives, or (D) is required to be disclosed pursuant to governmental order or decree or other legal requirement to produce or disclose such item of information. (b) The ESOP shall not issue any press release or make any reference to the Closing or to the transactions contemplated hereby to any third party except with this Agreement). Except the prior written consent of the Buyer hereto and except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public release or announcement by any party concerning this Agreement or the transactions contemplated hereby shall be made without advance approval thereof by the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party will deliver a draft of such announcement to the other party, and shall give such other party reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by such other party. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares to be purchased and sold pursuant to this Agreement or the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 of the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filingapplicable law.

Confidentiality; Public Announcements. Each party agrees to keep (a) The Parties agree that the terms existence and content of this Agreement confidentialshall remain confidential until a press release or stock exchange release is published as agreed upon between the Seller Parties, except to on the one hand, and the Purchasers, on the other hand. To the extent that the existence or content of this Agreement is required to be disclosed to any third party, excluding any disclosure required by the applicable Law (including the rules laws and regulations promulgated by or any applicable Governmental Authority, permission shall be obtained from the SEC other party. (b) Any announcement or NASDAQ) or for financial reporting purposes and except similar publicity such as a press release that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as Parties may be required by Law, including the rules to make public under applicable laws and regulations promulgated by the SEC or NASDAQ, the parties agree that no public release or announcement by any party concerning this Agreement or the transactions contemplated hereby shall be made without advance approval thereof by the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party will deliver a draft of such announcement to the other party, and shall give such other party reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by such other party. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares to be purchased and sold pursuant with respect to this Agreement or the Purchase Price therefor Transactions shall be issued, if at all, at such time and in such manner as agreed to by the Parties, it being understood that the Parties may be required to make certain disclosures, filings and announcements in accordance with applicable U.S. securities laws or securities listings standards, and/or the PRC Governmental Authority as contemplated under this Agreement and such disclosures, filings and announcements are not subject to the restrictions in this Section 5.4. Unless contemplated by this Agreement, required by applicable laws and regulations, or otherwise determined by a filing made pursuant court of competent jurisdiction, each Party shall, and shall cause its Affiliates to, keep this Agreement strictly confidential and make no disclosure thereof to Section 13 or Section 16 any Person without the prior written consent of the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filingother Parties.

Confidentiality; Public Announcements. Each party agrees to keep As the terms issuance of this Agreement confidentialNote is considered by Borrower to be a material event, except Lender hereby consents to Borxxxxx’x publication of a press release in the extent required form previously approved by applicable Law (including the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and Lenxxx. Xn all other Affiliates as necessary in connection with the ordinary conduct of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQrespects, the parties agree that no public release or announcement by hereto shall, and shall cause their respective affiliates to, hold in confidence and not disclose to any third party concerning any information about this Agreement Note, the terms and conditions hereof or the transactions contemplated hereby (the “Confidential Information”). In the event a party is requested or required (by interrogatory, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, it shall be made without advance approval thereof by notify the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party will deliver a draft promptly of such announcement to the other party, and shall give request or requirement so that such other party reasonable opportunity may seek an appropriate protective order or waive compliance with the provisions of this Section 11. If such protective order is not obtained, or if and to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by the extent such other partyparty waives such prohibition, the first party may make such disclosure that, in the reasonable opinion of its counsel, is legally required to be made. Notwithstanding the foregoing, nothing here (i) each party may disclose Confidential Information to its employees, agents, representatives and advisors who have a reasonable need to know for legitimate business purposes and who commit to an undertaking of confidentiality consistent with the terms of this Section 11 and (ii) Lender and Borrower may disclose the Confidential Information in court filings in connection with the exercise of its rights under the Note Documents. Except as set in this Section 11, no public announcement shall restrict any be made by either party from reporting the number or its representatives in respect of Shares to be purchased and sold pursuant to this Agreement Note or the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 transactions contemplated hereby without the prior written consent of the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filingother party.

Confidentiality; Public Announcements. Each party agrees to (a) Except as required by Legal Requirements, the Sellers, Company and Subsidiaries, on the one hand, and Purchaser, on the other hand, shall keep the terms of this Agreement confidentialand its contents confidential and not disclose the same to any Person (except the Parties’ attorneys, accountants or other professional advisors and except to the extent required by applicable Law (including the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and other Affiliates as necessary Governmental Authorities in connection with any required notification or application for approval or a license or exemption therefrom) without the ordinary conduct of its business (so long as such Persons are informed by such party prior written consent of the confidential nature of such other Party. With respect to information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated provided by the SEC or NASDAQCompany to Purchaser in connection with and relative to this proposed transaction, the parties agree that no Mutual Non-Disclosure Agreement between the Company and Purchaser dated August 4, 2004 shall remain in effect until Closing. (b) At all times before the Closing, the Sellers, Company and Subsidiaries, on the one hand, and Purchaser, on the other hand, will consult with the other before issuing or making any reports, statements or releases to the public release or announcement by any party concerning with respect to this Agreement or the transactions contemplated hereby shall be made without advance approval thereof by the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party and will deliver a draft of such announcement to the other party, and shall give such other party reasonable opportunity to comment thereon and use good faith efforts to consider obtain the other Party’s approval of the text of any reasonable and timely comments provided by such other party. Notwithstanding the foregoingpublic report, nothing here shall restrict any party from reporting the number of Shares statement or release to be purchased made on behalf of such Party. If either Party is unable to obtain the approval of its public report, statement or release from the other Party and sold pursuant such report, statement or release is, in the opinion of legal counsel to this Agreement such Party, necessary to discharge such Party’s disclosure obligations under law, then such Party may make or issue the Purchase Price therefor in legally required report, statement or release and promptly furnish the other Party a filing made pursuant copy thereof. Nothing herein shall prohibit any Party from responding to Section 13 questions presented by the press or Section 16 media without first obtaining prior written consent of the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filingother Party.

Confidentiality; Public Announcements. Each All information that is disclosed or made available by any Party to any other Party, including this Agreement (collectively, “Confidential Information”) shall be held in confidence by the Parties and shall not be used by such other party agrees or third parties (other than for the purchase of the Interest in the Company pursuant to keep this Agreement) nor disclosed to third parties without the prior written consent of the other Parties to this Agreement. except only that the Parties may disclose Confidential Information: (i) to any taxing authority; (ii) to their attorneys, financial advisors, or tax advisors; and (iii) as required by law and/or to enforce the terms of this Agreement confidential, except due to a breach by a Party. To the extent that any Party is required to disclose the Confidential Information pursuant to the extent required by applicable Law requirements of any legal proceedings, such Party shall notify the other Parties within two (including the rules and regulations promulgated by the SEC or NASDAQ2) or for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct business days of its business (so long as knowledge of such Persons are informed by such party legally required disclosure. None of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public Parties will issue any press release or announcement by make any party other public announcements concerning this Agreement or the transactions contemplated hereby shall be made without advance except with the prior written approval thereof by of the other party. If Parties regarding the timing and content of such announcement; provided that any such public announcement is required by Law Party hereto may make any disclosure that it in good faith determines to be made by necessary to comply with any partyapplicable Law, prior to making such announcement, such party will deliver a draft of such announcement to the other party, and shall give such other party reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by such other party. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares to be purchased and sold pursuant to this Agreement or the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 of the Exchange Act and no party shall have any right to consent toregulation, or provide comments onany order of any court or federal, any such filingstate, municipal or other Governmental Entity.

Confidentiality; Public Announcements. (a) Each party of the parties hereby acknowledges and agrees to keep the terms of this Agreement confidential, except continue to the extent required by applicable Law (including the rules and regulations promulgated be bound by the SEC or NASDAQConfidentiality Agreement dated as of May 15, 2022, by and between Purchaser and Seller (as amended from time to time, the “Confidentiality Agreement”). (b) or for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct of its business (so long as such Persons are informed by such party Each of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree agrees that no public release or announcement concerning the Transactions or this Agreement shall be issued by any party concerning this Agreement hereto or Subsidiary thereof without the prior written consent of the other party (which consent shall not be unreasonably withheld, delayed or conditioned), except as may be required by Applicable Law or the transactions contemplated hereby rules or regulations of any applicable securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make such release or announcement shall be made use its commercially reasonable efforts to allow the other party reasonable time to comment on such release or announcement in advance of such issuance; provided, that without advance approval thereof the consent of the other party hereto, each party may disseminate information substantially similar in tone and substance to information included in a press release or other document previously approved for public distribution by the other partyparties hereto. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such The issuing party will deliver a draft of such announcement promptly make available to the other partyparty hereto copies of any written communications made without prior consultation pursuant to the immediately preceding sentence. The parties agree that the press release announcing the execution and delivery of this Agreement shall be a joint release of, and shall give such other party reasonable opportunity not be issued prior to comment thereon the approval of each of, Seller and use good faith efforts to consider any reasonable and timely comments provided by such other party. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares to be purchased and sold pursuant to this Agreement or the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 of the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filingPurchaser.

Confidentiality; Public Announcements. (a) Each party of Acquirer and the Company hereby acknowledges and agrees that this Agreement and the other Transaction Documents and their respective terms shall be treated as Confidential Information under the Confidential Disclosure Agreement dated as of the Agreement Date, by and between Acquirer and the Company (the “Confidentiality Agreement”). (b) Neither Acquirer nor the Company shall, and Acquirer and the Company shall cause each of their respective Representatives not to, directly or indirectly, issue any press release or other public statement relating to keep the terms of this Agreement confidential, except to the extent required by applicable Law (including the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public release or announcement by any party concerning this Agreement or the transactions contemplated hereby or use the name of the other party or its Affiliates or refer to the other party or its Affiliates, directly or indirectly, in connection with the relationship of the parties and their Affiliates 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 reasonable consultation with the other party; provided that (i) Acquirer or the Company may issue such release or statement or make such other disclosures as they may reasonably determine is necessary to comply with Applicable Law or the rules and regulations of any national or foreign securities exchange and (ii) Acquirer or the Company may issue any press release or make other public announcement to the extent that such release or announcement only contains information previously publicly disclosed in accordance with this Section 5.1 or is otherwise consistent in all material respects with previous statements made jointly by Acquirer and the Company or with the permission of the other party; provided, further, that, in the case of any of clauses (i) and (ii), to the extent in the good faith judgment of such party it is reasonably practicable to do so, such party shall be provide the other party with a reasonable opportunity in light of the circumstances to review such party’s intended communication (to the extent made without advance approval thereof in writing) and consider in good faith modifications to the intended communication reasonably requested by the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party will deliver a draft of such announcement to the other party, and shall give such other party reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by such other party. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares to be purchased and sold pursuant to this Agreement or the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 of the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filing.

Confidentiality; Public Announcements. Each party agrees to keep the The terms and conditions of this Agreement confidentialshall be maintained in strict confidence by each of the Parties from and after the date of this Agreement with the same degree of care as it maintains its own confidential and proprietary information and shall not be, without the 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 required by applicable Law (including necessary for the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct performance of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by LawWithout limitation to the foregoing, including the rules Purchasers and regulations promulgated by the SEC Seller shall consult with each other before issuing any press release or NASDAQotherwise making any public statements with respect to this Agreement, the parties agree that no public release or announcement by any party concerning this Agreement other Party’s name or the transactions contemplated hereby and neither Purchasers nor Seller shall issue any such press release or make any such public statement without having first submitted a draft thereof to the other Party. The issuance thereof shall not be made without advance the prior written approval thereof of the other Party (such approval not to be unreasonably withheld). However, the approval by the other partyParty shall be unnecessary if the disclosing Party is subject to a requirement of applicable Law or by the applicable rules of any stock exchange to disclose the existence and terms of this Agreement, or if such disclosure is necessary, as in the reasonable opinion of the disclosing Party’s counsel, in order to implement the provisions of this Agreement. If any In such public announcement is required by Law to be made by any partyevent, the disclosing Party shall notify without delay the other Party and provide the other Party with a copy of the contemplated disclosure prior to making such announcementsubmission or release as the case may be, such party will deliver a draft of such announcement unless notifying is impracticable due to circumstances beyond the Party’s control. 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 partyParty, and the disclosing Party shall give only disclose such other party reasonable opportunity information that is needed to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by such other party. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares to be purchased and sold pursuant to this Agreement comply with applicable Law or the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 of the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filingstock exchange rules.