Common use of Confidentiality; Public Disclosure Clause in Contracts

Confidentiality; Public Disclosure. (a) Each of the Agents and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (i) to any Agent, any other Lender or any affiliate of any thereof, (ii) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Document. (b) None of the Loan Parties shall issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web site.

Confidentiality; Public Disclosure. (a) Each of the Agents and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (i) to any Agent, any other Lender or any affiliate Affiliate of any thereof, (ii) to any Participant or Assignee or any other assignee hereto pursuant to Section 10.6(f) (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (iii) to any of its or its Affiliates’ employees, directors, agents, attorneys, accountants and other professional advisors, (iv) to any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Document. (b) None of the Loan Parties shall issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate Affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such LenderXxxxxx’s affiliateAffiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate Affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate Affiliate of such Lender prior to issuing such press release or other public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web site.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser and the Company have previously executed a mutual non-disclosure agreement, dated as of May 3, 2017 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto (other than the Equityholders’ Representative) disclose any of the Agents and terms of this Agreement (including the Lenders agrees to keep confidential all economic terms) or any non-public information provided about a party hereto to it by any Loan Party pursuant other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto 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), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement that is designated by shall remain undisclosed until such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (iprospective investors become actual investors) and to any Agent, any other Lender Governmental Entity or any affiliate of any thereof, (ii) administrative agency to any Participant the extent necessary or Assignee (each, a “Transferee”) or prospective Transferee advisable in compliance with Applicable Law. The Equityholders’ Representative acknowledges and agrees that agrees to comply with after the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees Closing it shall continue to be bound by the provisions terms and conditions of this Section)that certain Nondisclosure Agreement, (v) upon dated as of May 13, 2017, by and between the request or demand of any Governmental Authority having jurisdiction over itEquityholders’ Representative and the Company, (vi) in response which shall be deemed to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) cover all information relating to the National Association of Insurance Commissioners Stock Purchase or any similar organization this Agreement received by the Equityholders’ Representative after the Closing or any nationally recognized rating agency that requires access relating to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Documentperiod after the Closing and shall be enforceable by Purchaser after the Closing. (b) None of the Loan Parties The Company shall not issue any press release or other public disclosure (other than any filing required communications relating to be made with the SEC) using terms of this Agreement or the Transactions or use Purchaser’s name of any of the Lenders or any affiliate of a Lender refer to Purchaser directly or indirectly in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the LenderPurchaser’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult relationship with the affected Lender or the relevant affiliate of such Lender prior to issuing such Company in any media interview, advertisement, news release, press release or other professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of Purchaser, unless required by Applicable Law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Purchaser prior to any such disclosure) and except as reasonably necessary for the Company to obtain the consents and approvals of third parties contemplated by this Agreement. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Purchaser may make such public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of communications regarding this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web siteor the Transactions as Purchaser may determine is reasonably appropriate.

Confidentiality; Public Disclosure. (a) The Company and Acquirer acknowledge that they have previously executed a Mutual Non-Disclosure Agreement, dated October 19, 2020 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall the parties hereto disclose any of the Agents and the Lenders agrees to keep confidential all terms of this Agreement or any non-public information provided about Acquirer or the Company, as applicable, to it by any Loan Party pursuant other Person without the prior written consent of such party about which such non-public information relates. Notwithstanding anything to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information the contrary in the foregoing, (i) each 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 Agent, any other Lender Governmental Entity or any affiliate of any thereofadministrative agency to the extent necessary or advisable to be in compliance with Applicable Law, (ii) the Shareholders and its Affiliates shall be permitted to make any Participant disclosures respecting the Transactions to their direct or Assignee indirect investors and equityholders and bona fide prospective investors and financing sources for bona fide fund raising or reporting purposes consistent with customary private equity practices so long as (each, a “Transferee”A) such investors are bound by customary confidentiality arrangements covering the information that is disclosed and (B) any such disclosures will not be inconsistent with any press release or prospective Transferee that agrees to comply public announcement approved in accordance with the provisions of this Section or substantially equivalent provisionsforegoing sentence, and (iii) Acquirer shall be permitted to make any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by disclosures respecting the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) Transactions in connection with any litigation public offerings of its securities, public company reporting obligations or similar proceedingotherwise required by any securities exchange or Applicable Law; provided, (viii) that has been publicly disclosed other than during the Pre-Closing Period, the Company shall have the right to review any such disclosure respecting the Transactions in breach advance of this Section, (ix) to the National Association of Insurance Commissioners or its disclosure and Acquirer shall consider in good faith any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect comments to such Lender or (x) in connection with disclosure proposed by the exercise of any remedy hereunder or under any other Loan DocumentCompany. (b) None of The Company, the Loan Parties Shareholders, and their Representatives shall not issue any press release or other public disclosure communications relating to the terms of this Agreement or the Transactions or use Acquirer’s or Holdco’s name or otherwise refer to Acquirer or Holdco directly or indirectly in connection with Acquirer’s and Holdco’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 written approval of Acquirer. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, except to the extent otherwise required in connection with any public offerings of its securities, public company reporting obligations or otherwise required by any securities exchange or Applicable Law, Acquirer may not make any public communications regarding this Agreement or the Transactions without the Company’s prior written consent (other than any filing required such consent not unreasonably to be withheld, conditioned or delayed). Acquirer and the Company shall cooperate in good faith regarding communications to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (Closing to Company employees and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosureservice providers. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web site.

Confidentiality; Public Disclosure. (a) Each of Sellers shall keep confidential, and shall use reasonable efforts to cause its respective directors, officers, employees, agents and representatives to keep confidential, all information relating to the Agents Purchased Assets and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information Assumed Liabilities (the “Buyer Confidential Information”), except (i) as may be required to any Agent, any other Lender or any affiliate comply with the requirements of any thereofapplicable Governmental Rules, and the rules and regulations of each stock exchange upon which the securities of any Seller is listed (including, for the avoidance of doubt, filings required by the Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act of 1933, each as amended), (ii) as necessary to defend or prosecute any Participant indemnification claim or Assignee (each, a “Transferee”) any litigation or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisionsdispute, (iii) any of its employeesas required by the Transition Activities, directors, agents, attorneys, accountants and other professional advisors, or (iv) any financial institution for information that is a direct lawfully made available to the public on the Closing Date, or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor thereafter becomes available to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed public other than in as a result of a breach of this SectionSection 11.3. The covenants of each Seller set forth in the immediately preceding sentence shall terminate after the Product is no longer marketed in the Territory. Each Seller shall treat, (ix) to and will cause its Affiliates and the National Association representatives of Insurance Commissioners each Seller or any similar organization of their Affiliates to treat, the Buyer Confidential Information as confidential, using the same degree of care as each Seller normally employs to safeguard its own confidential information from unauthorized use or any nationally recognized rating agency that requires access to information about disclosure, but in no event less than a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise reasonable degree of any remedy hereunder or under any other Loan Documentcare. (b) None In the event any Seller is required to disclose any of the Loan Buyer Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, Sellers shall promptly notify the Buyer in writing of such demand for disclosure so that the Buyer, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Buyer Confidential Information. Each Party will cooperate in all reasonable respects, in connection with any actions to be taken for the foregoing purpose. In the case of such compelled disclosure, Sellers shall furnish only that portion of the Buyer Confidential Information which such Seller is advised by a reasoned opinion of its counsel is legally required, and Sellers exercises reasonable efforts to obtain reliable assurances that confidential treatment will be accorded to such Buyer Confidential Information. For clarity, Sellers shall disclose Buyer Confidential Information only to the extent necessary to satisfy such compelled disclosure herein described. (c) Notwithstanding anything herein to the contrary, each of the Parties hereby agrees with the other Party hereto that it will consult with and provide each other the opportunity to review and comment upon any press release or other public statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement or the transactions contemplated herein and shall not issue any press release or other public disclosure (other than any filing required to be made with statement or comment without the SEC) using the name of any prior written consent of the Lenders or any affiliate of a Lender in connection with this transaction without both other Parties, except (i) providing as may be required to comply with the requirements of any such Lender with at least two (2) Business Days’ prior notice applicable Governmental Rules, and the rules and regulations of each stock exchange upon which the securities of one of the Parties is listed or (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult as may be consistent with the affected Lender or the relevant affiliate of such Lender prior to issuing such previous press release releases or other public disclosurestatements or comments relating to this Agreement or the transactions contemplated herein approved by the Parties. (cd) Notwithstanding anything herein to the foregoingcontrary, following the Lenders Closing, each Seller and their Affiliates Buyer shall have cooperate in good faith to agree in writing on the right method and content of the notifications to partners, customers and suppliers involved in the manufacture, marketing and sale of the Product prior to the Closing of the sale of the Purchased Assets to Buyer. (ie) list The Parties shall collaborate, agree, and exhibit then submit Confidential Treatment Requests with the Borrower’s name Securities Exchange Commission (“SEC”) with respect to the filings of this Agreement, including all schedules and logoexhibits thereto, as provided required by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web siteExchange Act.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a non-disclosure agreement, dated August 28, 2020 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any of the Agents and terms of this Agreement (including the Lenders agrees to keep confidential all economic terms) or any non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (i) about a party hereto to any Agentother Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any other Lender or any affiliate and all terms to its financial, tax and legal advisors (each of any thereofwhom is subject to a similar obligation of confidentiality), (ii) and to any Participant Governmental Entity or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) administrative agency to the National Association of Insurance Commissioners extent necessary or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio advisable in connection compliance with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan DocumentApplicable Law. (b) None of the Loan Parties The Company shall not, and shall cause its Representatives not to, issue any press release or other public disclosure (other than any filing required communications relating to be made with the SEC) using terms of this Agreement or the Transactions or use Acquirer’s name of any of the Lenders or any affiliate of a Lender refer to Acquirer directly or indirectly in connection with this transaction Acquirer’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 both the prior written approval of Acquirer, (i) providing unless required by Applicable Law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer prior to any such Lender with at least two (2disclosure) Business Days’ prior notice and or (ii) obtaining except as reasonably necessary for the Lender’s or such Lender’s affiliate’s Company to obtain the Company Stockholder Approval and the Written Consent and Releases and the other consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement; provided that the prior written consent. Nothing in approval of Acquirer shall not be required for the immediately preceding sentence shall prevent Company or its Representatives to make any press release, public announcement or other public disclosure of concerning the name of Transaction Documents or the Transactions following a similar disclosure by Acquirer, except that any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosurenot contain information that was not previously publicly disclosed by Acquirer. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web site.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer, the Seller and the Acquired Companies have previously executed a non-disclosure agreement, dated as of August 31, 2020 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any of the Agents and terms of this Agreement (including the Lenders agrees to keep confidential all economic terms) or any non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (i) about a party hereto to any Agent, any other Lender or any affiliate Person without the prior written consent of any thereof, (ii) the party hereto about which such non-public information relates. Notwithstanding anything to any Participant or Assignee (eachthe contrary in the foregoing, a “Transferee”) or prospective Transferee that agrees party hereto shall be permitted to comply with the provisions disclose any and all terms to its financial, tax and legal advisors (each of this Section or substantially equivalent provisions, (iii) any whom is subject to a similar obligation of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Sectionconfidentiality), (v) upon and to the request extent necessary or demand advisable in compliance with Applicable Law and the rules of any Governmental Authority having jurisdiction over itthe NYSE, (vi) in response or to any order of any court the extent reasonably necessary or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) appropriate in connection with any litigation Required Regulatory Filings, Required Regulatory Approvals, or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) Third-Party Notices or Third-Party Consents required to the National Association of Insurance Commissioners be made or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) obtained in connection with the exercise of any remedy hereunder or under any other Loan DocumentTransactions. (b) None Acquirer and the Seller have agreed upon the initial joint press release and other public communications with respect to the execution of this Agreement, and will issue such press release and public communications promptly following the Loan Parties execution of this Agreement (the “Joint Communications”). Other than the Joint Communications, the Seller and the Acquired Companies shall not, and shall cause each of their Subsidiaries and its and their respective Representatives not to, issue any press release or other public disclosure communications relating to the terms of this Agreement or the Transactions, without the prior written approval of Acquirer (other than such consent not to be unreasonably withheld, conditioned or delayed), unless (i) such communication is required by Applicable Law (in which event written notice to that effect shall be first delivered to Acquirer prior to any filing such disclosure) or (ii) except as reasonably necessary in connection with any Required Regulatory Filings, Required Regulatory Approvals, or Third-Party Notices or Third-Party Consents required to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender obtained in connection with the Transactions. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Seller, the Acquired Companies and its Subsidiaries and Acquirer may make such public communications regarding this transaction without both Agreement or the Transactions as they may determine (iA) providing is reasonably necessary or appropriate to comply with Applicable Law or with the rules of NYSE; (B) consists solely of information previously disclosed in all material respects in previous press releases and public communications in compliance with this Section 6.4(b); (C) is reasonably appropriate in connection with making any Regulatory Filing or Third-Party Notice or obtaining or seeking to obtain any Regulatory Approval or Third-Party Consent, or (D) in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s statements consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required public statements made by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender Acquirer or the relevant affiliate of such Lender prior to issuing such press release or Seller in compliance with this ‎Section 6.4(b) and do not reveal material, non-public information regarding the other public disclosure. (c) Notwithstanding the foregoingparties, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web siteor the Transactions or.

Confidentiality; Public Disclosure. (a) Each The Company, Acquiror and the Shareholder acknowledge that Acquiror and the Shareholder have previously executed a confidentiality agreement dated April 17, 2023 (the “Confidentiality Agreement”) which shall continue in full force and effect in accordance with its terms. The Company and each Shareholder shall, and shall cause their respective Affiliates and Representatives to, hold the terms of this Agreement, the Transaction Documents, and the fact of this Agreement and the Transaction Document’s existence, in strict confidence. The Company and each Shareholder shall not (and shall cause their respective Affiliates and its Representatives not to) disclose any of the Agents and terms of this Agreement or the Lenders agrees to keep confidential all Transaction Documents (including the economic terms) or any non-public information provided about any other party hereto to it by any Loan Party pursuant other Person without the prior written consent of the other party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing or the Confidentiality Agreement, the Company and the Shareholder shall be permitted to disclose any and all terms of this Agreement, the Transaction Documents or the fact of this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information and the Transaction Document’s existence (i) to any Agent, any other Lender or any affiliate the Company’s Representatives and Affiliates (each of any thereofwhom is subject to a similar obligation of confidentiality owed to Acquiror), (ii) to the Shareholder’s Representatives and Affiliates (each of whom is subject to a similar obligation of confidentiality owed to Acquiror) to the extent required by Applicable Law or in order for the Company to satisfy its obligations under this Agreement or any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with of the provisions of this Section or substantially equivalent provisionsTransaction Documents, (iii) to any of its employeesGovernmental Entity or administrative agency to the extent necessary to comply with Applicable Law or as reasonably requested by such Governmental Entity or administrative agency, directors, agents, attorneys, accountants and other professional advisors, (iv) as otherwise required by Applicable Law (including, without limitation, any financial institution rule, regulation or policy statement of any national securities exchange or market on which the Shareholder’s securities are listed or the U.S. Securities and Exchange Commission). The above confidentiality undertaking of a party shall not apply to information that is becomes public through public disclosure by Acquiror. Notwithstanding anything in this Agreement or the Confidentiality Agreement to the contrary, following Closing, the Shareholder shall be permitted to disclose information as required by Applicable Law or to employees, advisors or consultants of the Shareholder, in each case who have a direct need to know such information; provided, that, such employees, advisors or indirect contractual counterparty in swap agreements consultants either (i) agree to observe the terms of this Section 5.6, or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be ii) are bound by the provisions obligations of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) confidentiality to the National Association Shareholder of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about at least as high a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with standard as those imposed on the exercise of any remedy hereunder or Shareholder under any other Loan Documentthis Section 5.6. (b) None of the Loan Parties parties hereto nor any of their Affiliates shall issue any press release or other public disclosure (communications relating to the terms of this Agreement, the Transaction Documents or the Transactions or use the other than any filing required party’s name or refer to be made the other party directly or indirectly in connection with the SEC) using other party’s relationship with the name of any of the Lenders or any affiliate of a Lender Company in connection with this transaction Agreement, the Transaction Documents or the Transactions 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 both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent approval of such other party, unless required by Applicable Law (including, without limitation, any disclosure of the name rule, regulation or policy statement of any Lender national securities exchange or market on which the Shareholder’s securities are listed or the U.S. Securities and Exchange Commission) or by the terms of any affiliate this Agreement (a “Required Disclosure”); provided, that, the parties hereto or their Affiliates may issue a press release or other public communication relating to the terms of such Lender this Agreement, the Transaction Documents or the Transactions or which uses the other party’s name or refers to the other party directly or indirectly, to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing that such press release or other public disclosure. (c) Notwithstanding the foregoingcommunication contains or refers to information disclosed in a Required Disclosure; provided, further, that, the Lenders Shareholder provides Acquiror the opportunity to comment in advance on any such press releases or public communications and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower incorporates any reasonable comments from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web siteAcquiror.

Confidentiality; Public Disclosure. (a) Each of the Agents and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (i) to any Agent, any other Lender or any affiliate Affiliate of any thereof, (ii) to any Participant or Assignee or any other assignee hereto pursuant to Section 10.6(f) (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Document. (b) None of the Loan Parties shall issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate Affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such Lender’s affiliateAffiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate Affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate Affiliate of such Lender prior to issuing such press release or other public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web site.

Confidentiality; Public Disclosure. (a) Each of the Agents Administrative Agent and the Lenders expressly agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any the Administrative Agent or any Lender from disclosing any such information (i) to any the Arranger, the Administrative Agent, any other Lender or any affiliate of any thereof, (ii) to any Participant or Assignee (each, a “"Transferee”") or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisionsSection, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisorsadvisors or service providers in connection with the administration and management of any Loan Document, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (viv) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (viivi) if requested or required to do so in connection with any litigation or similar proceeding, (viiivii) that has been publicly disclosed other than in breach of this Section, (ixviii) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s 's investment portfolio in connection with ratings issued with respect to such Lender or (xix) in connection with the exercise of any remedy hereunder or under any other Loan Document. Notwithstanding anything herein to the contrary, any party subject to confidentiality obligations hereunder or under any other related document (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, such party's U.S. federal income tax treatment and the U.S. federal income tax structure of the transactions contemplated by this Agreement relating to such party and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. However, no such party shall disclose any information relating to such tax treatment or tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws. (b) None of the Loan Parties shall issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ ' prior notice and (ii) obtaining the Lender’s 's or such Lender’s 's affiliate’s 's prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s 's name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “"tombstone,” " on their web site.

Confidentiality; Public Disclosure. (a) Each Without the prior written consent of the Agents and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information other party hereto, (i) Sellers and Buyer will not disclose to any Agentperson, any other Lender than their legal counsel or any affiliate of any thereofa proposed lender, (ii) investor, or consultant engaged with respect to any Participant or Assignee (eachBuyer’s Inspections, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be reasonably required pursuant to carry out such party’s obligations under this Agreement (including, by way of example and not limitation, delivery of requests for Tenant Estoppels), either the fact that this Agreement has been entered into or any Requirement of Lawthe terms, (vii) conditions or other facts with respect thereto, including the status thereof; provided, that Sellers or Buyer hereto may make such disclosure if compelled by court order or to comply with the requirements of any law, governmental order or regulation or as otherwise may be required in connection with any litigation action or similar proceeding, (viii) lawsuit that has been publicly disclosed other than in breach is brought to enforce the terms of this Section, Agreement; and (ixii) to the National Association of Insurance Commissioners Sellers and Buyer will not make any public disclosure or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Document. (b) None of the Loan Parties shall issue any press release pertaining to the existence of this Agreement, or other public disclosure to the proposed acquisition of any Property, except as required by law. Notwithstanding the foregoing or anything to the contrary as contained in this Agreement, (other than a) Sellers and Buyer agree to reasonably cooperate with respect to preparing and approving any filing required press release to be made issued promptly following Closing; and (b) the parties acknowledge that Sellers are expressly permitted to file or have filed this Purchase Agreement with the Securities and Exchange Commission (“SEC”) using the name of any of the Lenders or any affiliate of a Lender and otherwise have this Purchase Agreement be disclosed in connection with this transaction without both any SEC filing or related disclosure requirements or as otherwise required pursuant to applicable laws, orders or regulations (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation and as and if required, as an exhibit to any 8-K or 10-Q filing for Sellers or Sellers’ affiliate(s)). The foregoing shall not preclude Sellers or Buyer from discussing the substance or any relevant details of such transaction with the party’s attorneys, accountants, professional consultants, lenders, partners, investors, or any prospective lender, partner or investor, as the case may be, or prevent Sellers or Buyer from complying with laws, rules, regulations and court orders, including without limitation, a customary “tombstone,” on their web sitegovernmental regulatory, disclosure, tax and reporting requirements.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a non-disclosure agreement, dated as of June 17, 2022 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any of the Agents and terms of this Agreement (including the Lenders agrees to keep confidential all economic terms) or any non-public information provided about a party hereto to it by any Loan Party pursuant other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto 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 Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of Nasdaq. The Holders’ Agent herexx xxxees to be hold information relating to the Merger, the terms of this Agreement that is designated by such Loan Party as confidential; provided that nothing Agreement, and the fact of this Agreement’s existence, in strict confidence. Notwithstanding anything herein to the contrary, following Closing, the Holders’ Agent shall prevent any Agent or any Lender from disclosing any such information be permitted to: (i) after the public announcement of the Merger, announce that it has been engaged to serve as the Holders’ Agent in connection herewith as long as such announcement does not disclose any Agent, any of the other Lender or any affiliate of any thereof, terms hereof; and (ii) disclose information as required by law or to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with advisors and representatives of the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants Holders’ Agent and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency Converting Holders, in each case who have a need to know such information, provided that requires access such persons are subject to information about a Lender’s investment portfolio in connection with ratings issued confidentiality obligations with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Documentthereto. (b) None of the Loan Parties The Company shall not, and shall cause its Representatives not to, issue any press release or other public disclosure (other than any filing required communications relating to be made with the SEC) using terms of this Agreement or the Transactions or use Acquirer’s name of any of the Lenders or any affiliate of a Lender refer to Acquirer directly or indirectly in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the LenderAcquirer’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult relationship with the affected Lender or the relevant affiliate of such Lender prior to issuing such 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 Acquirer, unless required by Applicable Law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer prior to any such disclosure) and except as reasonably necessary for the Company to obtain the Company Stockholder Approval and the Requisite Stockholder Approval and the other consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Acquirer may make such public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of communications regarding this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web siteor the Transactions as Acquirer may determine is reasonably appropriate.

Confidentiality; Public Disclosure. (a) Each Subject to Sections 9.5(b) and 9.5(c), the existence of the Agents this Agreement and the Lenders agrees contents hereof and any Transaction Documents, shall be maintained in confidence by the parties and not be disclosed to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information other Person, except: (i) as may be required by applicable Law or a securities regulatory authority (in each case, upon notice by the disclosing party to any Agent, any the other Lender or any affiliate of any thereof, party); (ii) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply as required in accordance with the provisions terms of this Section or substantially equivalent provisions, a Transaction Document; (iii) any to the extent such information has come into the public domain through no fault of its employees, directors, agents, attorneys, accountants and other professional advisors, that party; or (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise prior written approval of any remedy hereunder the other party (which approval may not be unreasonably withheld, conditioned or under any other Loan Documentdelayed). (b) None of Notwithstanding Section 9.5(a), the Loan Parties shall Seller acknowledges and agrees that the Purchaser will be required to issue any and file a press release or other public with respect to this Agreement and the Amended and Restated FCF Royalty Agreement and the transactions contemplated hereby and thereby, and include disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing same in the immediately preceding sentence Offering Documents. The Purchaser shall prevent any disclosure of use commercially reasonable efforts to give the name of any Lender or of any affiliate Seller a reasonable opportunity to review a draft of such Lender disclosure prior to the extent (and only to the extent) required by any Requirement making of Law, provided that, the person or entity making such disclosure and the Purchaser shall nonetheless consult with in good faith consider any comments provided by the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosureSeller in a timely manner. (c) Notwithstanding the foregoingSection 9.5(a), the Lenders Seller acknowledges and their Affiliates agrees that the Purchaser is required to file this Agreement and the Amended and Restated FCF Royalty Agreement on SEDAR+ and EXXXX under applicable Law and the Purchaser may file a redacted form of this Agreement subject to such reasonable redactions as the Seller may request, provided that such redactions are, in the reasonable opinion of the Purchaser, permitted under applicable Law. Any provision of this Agreement that has been so redacted shall have continue to constitute confidential information for purposes of this Agreement and this Section 9.5; provided, however, that if any securities regulatory authority subsequently requires the right Purchaser to disclose any such redacted information or such redacted information shall otherwise become publicly available pursuant to applicable Law: (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time such redacted information shall cease to time, and describe the transaction that is the subject of this Agreement in their marketing materials be confidential upon such disclosure; and (ii) post such information, including, without limitation, a customary “tombstone,” on their web sitethe Purchaser shall not be in breach or violation of this Agreement with respect thereto.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a non-disclosure agreement, dated January 23, 2014 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any of the Agents and terms of this Agreement (including the Lenders agrees to keep confidential all economic terms) or any non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (i) about a party hereto to any Agentother Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any other Lender or any affiliate and all terms to its financial, tax and legal advisors (each of any thereofwhom is subject to a similar obligation of confidentiality), (ii) and to any Participant Governmental Entity or Assignee (each, a “Transferee”) administrative agency to the extent necessary or prospective Transferee that agrees to comply advisable in compliance with Applicable Law and the provisions rules of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty Nasdaq. The Stockholders’ Agent hereby agrees to be bound by the provisions terms and conditions of the Confidentiality Agreement to the same extent as though the Stockholders’ Agent were a party thereto. With respect to the Stockholders’ Agent, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger or this Agreement received by the Stockholders’ Agent after the Closing or relating to the period after the Closing. Notwithstanding anything in this Agreement or the Confidentiality Agreement to the contrary, following the Closing, the Stockholders’ Agent shall be permitted to disclose information as required by Applicable Law or to employees, advisors or consultants of the Stockholders’ Agent and to the Converting Holders, in each case who have a need to know such information, provided that such persons (A) agree to observe the terms of this SectionSection 5.3(a) or (B) are bound by obligations of confidentiality to the Stockholders’ Agent of at least as high a standard as those imposed on the Stockholders’ Agent under this Section 5.3(a), (v. A Converting Holder that is so bound by this Section 5.3(a) upon the request that is a venture capital or demand of any Governmental Authority having jurisdiction over it, (vi) in response private equity fund may make such communications to any order of any court or other Governmental Authority or its investors as may otherwise be (i) legally or contractually required pursuant to any Requirement or (ii) reasonably necessary in the good faith exercise of Lawthe fiduciary duties of the general partner of such Converting Holder, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to so long as such Lender or disclosure is (x) made in connection the ordinary course of business and consistent with past practice and (y) in each case such disclosures are limited to the exercise amount of the Merger Consideration, escrow and indemnification obligations, and the timing and status of closing, and such investors are obligated to keep such communications confidential; provided that in no event shall such Converting Holder provide any remedy hereunder of its investors with this Agreement or under any other Loan Documentdocumentation related to the Transactions, either in whole or in part. (b) None of the Loan Parties The Company shall not issue any press release or other public disclosure (other than any filing required communications relating to be made with the SEC) using terms of this Agreement or the Transactions or use Acquirer’s name of any of the Lenders or any affiliate of a Lender refer to Acquirer directly or indirectly in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the LenderAcquirer’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult relationship with the affected Lender or the relevant affiliate of such Lender prior to issuing such 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 Acquirer, unless required by Applicable Law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer prior to any such disclosure) and except as reasonably necessary for the Company to obtain the Company Stockholder Approval and the Requisite Stockholder Approval and the other consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Acquirer may make such public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of communications regarding this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web siteor the Transactions as Acquirer may determine is reasonably appropriate.

Confidentiality; Public Disclosure. (a) Each The Company and Parent acknowledge that Parent and the Company have previously executed a Confidentiality and Non-Disclosure Agreement, dated as of June 18, 2021 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. The Company shall and shall cause its Affiliates and its Representatives to treat the terms of this Agreement, the Transaction Documents, and the fact of this Agreement and the Transaction Document’s existence, as “Confidential Information” thereunder . The Company (and its Affiliates and its Representatives) shall not disclose any of the Agents and terms of this Agreement or the Lenders agrees to keep confidential all Transaction Documents (including the economic terms) or any non-public information provided about any other party hereto to it by any Loan Party pursuant other Person without the prior written consent of the other party hereto about which such non-public information relates. Notwithstanding anything to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein the contrary in the foregoing, the Company shall prevent be permitted to disclose any Agent or any Lender from disclosing any such information and all terms to (i) the Company’s Representatives and Affiliates (each of whom is subject to any Agent, any other Lender or any affiliate a similar obligation of any thereofconfidentiality), (ii) the Indemnifying Parties and their Representatives and Affiliates to any Participant the extent required by Applicable Law or Assignee in order for the Company to satisfy its obligations under this Agreement (each, each of whom is subject to a “Transferee”) or prospective Transferee that agrees to comply with the provisions similar obligation of this Section or substantially equivalent provisionsconfidentiality), (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct Governmental Entity or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) administrative agency to the National Association of Insurance Commissioners extent necessary or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio advisable in connection compliance with ratings issued with respect to such Lender or Applicable Law (x) including in connection with the exercise filing of any remedy hereunder notifications regarding the transaction described herein under the Antitrust Laws or in responding to any request for documents or information made by a Governmental Entity investigating the transactions described herein under any other Loan Document. the Antitrust Laws) and (biv) None of the Loan Parties shall issue any press release if such party is an investment fund, to such party’s limited partners or other public disclosure (other than any filing required pecuniary interest holders who are bound in writing to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with confidentiality obligations at least two (2) Business Days’ prior notice as restrictive as those in this Agreement and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender Confidentiality Agreement and solely to the extent (and only required pursuant to the extent) required by any Requirement terms of Law, provided that, the person its limited partnership agreement or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web site.similar agreement. With respect

Confidentiality; Public Disclosure. (a) Each 18.1 Except for the distribution by GVL and Vanguard of a joint press release in the form of Exhibit E or any subsequent reproduction of part or all of such press release, the filing of documents necessary to discontinue the Litigation, disclosure of the Agents terms of this Agreement by GVL to the parties to the PTG Agreement and to potential purchasers of the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party Class B Stock from VPC pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent Section 3.2, and any Agent or any Lender from disclosing any such information (i) to any Agent, any other Lender or any affiliate of any thereof, (ii) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Document. (b) None of the Loan Parties shall issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any contemplated by Section 18.2, none of the Lenders parties hereto or their respective Affiliates will disclose to any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining third party the Lender’s terms or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject existence of this Agreement in their marketing materials and (ii) post such informationor the transactions contemplated hereby, including, without limitation, the Purchase Price, except to the extent such disclosure is, in the opinion of such party's counsel (which, without limitation, may be based upon the request of any regulatory authority, including a customary “tombstone,” securities exchange), required by law. 18.2 Except as provided in Section 18.1 or as may be necessary to enforce the provisions of this Agreement in a legal proceeding or as and to the extent, in the judgment of the party making the disclosure, required by law, the rules of any exchange on their web sitewhich any of such party's securities are traded, or applicable rules and standards of financial accounting, neither Vanguard nor Pacific, on the one hand, nor VPC nor GVL, on the other hand, will hereafter issue any press release or make any other public statement, filing or report which includes information with respect to this Agreement or the transactions contemplated hereby without submitting such release, statement, filing or report to the other party sufficiently in advance of its issuance to afford the other party a reasonable opportunity to review and comment thereon. Except as provided in the first sentence of this Section 18.2, the parties will consult with each other in good faith with respect to the need for and substance of any such release, statement, filing or report, the timing of its issuance and the means and extent of its dissemination. If a party determines to make public disclosure of information that is subject to this Section 18.2, it shall coordinate the contents and timing of its disclosure with the other party, and the parties shall make such disclosure jointly wherever convenient or appropriate.

Confidentiality; Public Disclosure. (a) Each of Purchaser and Seller shall agree on a joint press release to be issued in connection with and upon the Agents and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (i) to any Agent, any other Lender or any affiliate of any thereof, (ii) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions execution of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or Agreement. Except as may otherwise be required pursuant by Legal Requirements and subject to clause (c) below, no Party shall make any Requirement other public announcement, press release or response to media inquiries regarding this Agreement or the Transaction without the prior written consent of LawSeller and Purchaser; provided, however, that the foregoing shall be inapplicable to investor conference calls or investor meetings of Purchaser or Seller’s Affiliates. Subject to clause (viic) in connection below, Seller and Purchaser shall consult with any litigation or similar proceeding, (viii) that has been publicly disclosed each other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with any further public announcements regarding this Agreement and the exercise of any remedy hereunder or under any other Loan DocumentTransaction required by Legal Requirements. (b) None Subject to clause (c) below, each of the Loan Parties shall issue any press release or other public disclosure (other than any filing required agrees not to, and agrees to be made with cause its Representatives not to, without the SEC) using the name of any prior written consent of the Lenders Seller and Purchaser, which shall be given in each such Party’s sole discretion, use or divulge or communicate to any affiliate of a Lender person any Confidential Information (as defined in connection with this transaction without both the Confidentiality Agreement) and, to the extent not included as Confidential Information also including: (i) providing any such Lender with at least two information (2including the terms thereof) Business Days’ prior notice and relating to this Agreement or the Transaction, or any discussions, documents or agreements related hereto or thereto; (ii) obtaining the Lender’s existence of and all information relating to and the provisions of, discussions and negotiations between or such Lender’s affiliate’s prior written consent. Nothing in among the immediately preceding sentence shall prevent Parties or any disclosure of the name of any Lender their respective Representatives or of any affiliate of such Lender Affiliates; or (iii) non-public information relating to the extent (and only to the extent) required by any Requirement business or affairs of Law, provided thatSeller, the person Company or entity making such disclosure shall nonetheless consult with any of their respective Affiliates (the affected Lender or the relevant affiliate of such Lender prior information covered by (i) through (iii) is hereinafter collectively referred to issuing such press release or other public disclosureas “Confidential Information”). (c) Notwithstanding Seller or Purchaser, as applicable, or their respective Representatives may disclose Confidential Information if and to the foregoingextent disclosure is required by applicable Legal Requirements, including applicable stock exchange rules, or by legal process, including any Form 8-K or other report or filing made by a party to the Lenders SEC or any report or filing made by a party to the Autorité des Marchés Financiers, provided that any disclosure of such Confidential Information is then only permitted to the minimum extent required and their Affiliates shall have provided that the right to disclosing party: (i) list has (to the extent lawfully possible) first consulted with the other Party as to the nature, proposed form, timing and exhibit purpose of such proposed disclosure; (ii) has cooperated with the Borrower’s name and logoother Party to obtain a protective order; and (iii) discloses only such Confidential Information as is required under applicable Legal Requirements requiring such disclosure. (d) If any of the Representatives of any Party, whether in his capacity as provided by the Borrower from time such or in any other capacity, takes any action that a Party is obligated pursuant to timethis Section 6.2 to cause such Representative not to take, and describe the transaction that is the subject then such Party shall be deemed for all purposes of this Agreement to have breached this Section 6.2. (e) Notwithstanding anything in their marketing materials this Section to the contrary, after execution of this Agreement, Purchaser or any of its Affiliates may disclose any and all information regarding this Agreement and/or the transactions contemplated hereby which may, in any such Person’s reasonable discretion, be reasonably necessary in connection with the Financing, including in connection with the addition of any Additional Commitment Party (iias defined in the Debt Commitment Letter) post as a party to the Debt Commitment Letter; provided that the recipient of any such information, including, without limitation, information is subject to a customary “tombstone,” on their web siteconfidentiality obligation.

Confidentiality; Public Disclosure. (a) Each party hereto agrees that, it and its representatives shall hold the terms of the Agents and Mergers in strict confidence. At no time shall any party disclose any of the Lenders agrees to keep confidential all terms of the Mergers (including, but not limited to, the economic terms) or any non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information about a party hereto (icollectively, the “Confidential Information”) to any Agent, any other Lender or any affiliate of any thereof, party (ii) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with other than the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by Company Securityholders after the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) date hereof solely in connection with any litigation delivery of the Information Statement or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) statement provided in connection with the exercise Section 280G stockholder approval pursuant to Section 5.12) without the prior written consent of the party about which such non-public information relates. Notwithstanding the foregoing, (i) a party hereto 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 Entity or administrative agency, including for the avoidance of doubt communications or filings with the SEC, to the extent necessary or advisable in compliance with applicable Legal Requirements and the rules of The NASDAQ Stock Market, and (ii) the obligations not to disclose Confidential Information shall not apply to Confidential Information made available to the public without breach of this Agreement and, to the knowledge of the party seeking to rely on the exception in this clause (ii), without breach of any remedy hereunder or under other Contract covering such Confidential Information. In addition, notwithstanding anything herein to the contrary, the Securityholders’ Agent shall be permitted to disclose Confidential Information to the Company Securityholders in connection with its responsibilities, provided that any other Loan Documentsuch disclosures are made only on a need-to-know basis and subject to confidentiality restrictions with respect thereto. (b) None of the Loan Parties Acquired Companies shall issue any press release or other public disclosure (other than any filing required communications relating to be made with the SEC) using terms of this Agreement or the transactions contemplated hereby or use Acquiror’s name of any of the Lenders or any affiliate of a Lender refer to Acquiror directly or indirectly in connection with this transaction Acquiror’s relationship with the Acquired Companies 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 both the prior written approval of Acquiror, unless required by law (i) providing in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquiror prior to any such Lender disclosure) and except as reasonably necessary for the Acquired Companies to obtain the consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement or otherwise to comply with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s terms of this Agreement. Notwithstanding anything herein or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence Confidentiality Agreement, Acquiror shall prevent any disclosure of the name use its commercially reasonable efforts to provide Company with a copy of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such proposed press release or other public disclosure. (c) Notwithstanding communication announcing the foregoingMergers, the Lenders enabling Company and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from its counsel a reasonable time to timereview and comment on such communication prior to its public release, and describe the transaction that is the subject of thereafter Acquiror may make such other public communications regarding this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web siteor the transactions contemplated hereby as Acquiror after consultation with Company may determine is reasonably appropriate.

Confidentiality; Public Disclosure. (a) Each of the Agents and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (i) to the Arranger, any Agent, any other Lender or any affiliate of any thereof, (ii) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Document. (b) None of the Loan Parties shall issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web site.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of April 27, 2021 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any of the Agents and terms of this Agreement (including the Lenders agrees to keep confidential all economic terms) or any non-public information provided about a party hereto to it any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto 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 Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law (including in connection with making any filings to report the Transactions under the Antitrust Laws or in responding to any request for information or documents made by any Loan Party pursuant a Governmental Entity investigating the transactions described herein under the Antitrust Laws) and the rules of the NYSE. Notwithstanding anything herein to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein the contrary, following Closing, the Converting Holders’ Agent shall prevent any Agent or any Lender from disclosing any such information be permitted to: (i) after the public announcement of the Merger, announce that it has been engaged to serve as the Converting Holders’ Agent in connection herewith as long as such announcement does not disclose any Agent, any of the other Lender or any affiliate of any thereof, terms hereof; and (ii) disclose information as required by law or to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with representatives of the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants Converting Holders’ Agent and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency Converting Holders, in each case who have a need to know such information, provided that requires access such persons are subject to information about a Lender’s investment portfolio in connection with ratings issued confidentiality obligations with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Documentthereto. (b) None The Company shall not, and shall cause each of the Loan Parties shall Subsidiaries and its and their respective Representatives not to, issue any press release or other public disclosure (other than any filing required communications relating to be made with the SEC) using terms of this Agreement or the Transactions or use Acquirer’s name of any of the Lenders or any affiliate of a Lender refer to Acquirer directly or indirectly in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the LenderAcquirer’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult relationship with the affected Lender or Company and/or the relevant affiliate of such Lender prior to issuing such Subsidiaries 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 Acquirer, unless required by Applicable Law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer prior to any such disclosure) and except as reasonably necessary for the Company to obtain the Company Stockholder Approval and the Requisite Stockholder Approval and the other consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Acquirer may make such public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of communications regarding this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web siteor the Transactions as Acquirer may determine is reasonably appropriate.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual confidentiality agreement, dated as of September 14, 2020 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any of the Agents and terms of this Agreement (including the Lenders agrees to keep confidential all economic terms) or any non-public information provided about a party hereto to it by any Loan Party pursuant to this Agreement that is designated by other Person without the prior written consent of the party hereto about which such Loan Party as confidentialnon-public information relates; provided that that, for the avoidance of doubt, nothing herein shall prevent any prohibit or restrict the Stockholders’ Agent or any Lender from disclosing any such information to the Stockholders’ Agent Group. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (i) each of whom is subject to a similar obligation of confidentiality), and to any AgentGovernmental Entity, any other Lender stock exchange or any affiliate of any thereof, (ii) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) administrative agency to the National Association of Insurance Commissioners extent necessary or any similar organization advisable in compliance with Applicable Law or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Documentstock exchange requirement. (b) None Each of the Loan Parties Company and the Company Stockholders shall not, and shall cause each of their Representatives not to, directly or indirectly, issue any press release or other public disclosure (other than any filing required statement relating to be made with the SEC) using terms of this Agreement or the Transactions or use Acquirer’s name of any of the Lenders or any affiliate of a Lender refer to Acquirer directly or indirectly in connection with this transaction Acquirer’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 both the prior written approval of Acquirer, unless (i) providing any such Lender with at least two (2) Business Days’ prior notice and required by law, (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure. statement is issued by an investor in the Company and consists solely of information (cA) Notwithstanding repeating that information set forth in any press release or other public statement regarding this Agreement or the foregoingTransactions already issued by Acquirer and information about the applicable investor customarily used by such investor in its press releases or other public statement or (B) that is otherwise in the public domain through an official channel (and not an improper leak) and through no fault on the part of such investor, (iii) reasonably necessary for the Lenders Company to obtain the consents and their Affiliates shall have approvals of Company Stockholders and other third parties contemplated by this Agreement, including as required in order to answer questions from and maintain the right to (i) list and exhibit Company’s relationship with the BorrowerCompany’s name and logoemployees, as provided by the Borrower from time to timecustomers, suppliers, vendors, and describe the transaction partner, which such communications and statements shall be made in consultation with Acquirer, (iv) such disclosure is made by a Company Securityholder that is or is affiliated with a venture capital fund or other institutional investor, to its past, current, and prospective partners, members, and investors, subject to a duty of confidentiality, and is limited to the subject results of such other information as is required to be disclosed by such Company Securityholder pursuant to its partnership agreement, limited liability company agreement or comparable organizational agreement or is customarily disclosed to its current and prospective investors. Notwithstanding anything to the contrary herein or in the Confidentiality Agreement, Acquirer may issue such press releases or make such other public statements regarding this Agreement or the Transactions as Acquirer may, in their marketing materials and (ii) post its reasonable discretion, determine, including as may be required by Applicable Law; provided that unless required by Applicable Law or stock exchange rule, Acquirer may not disclose the names of, or make reference to, any Company Stockholder without such information, including, without limitation, a customary “tombstone,” on their web sitePerson’s prior written consent.

Confidentiality; Public Disclosure. (a) Each of the Agents and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (i) to any Agent, any other Lender or any affiliate Affiliate of any thereof, (ii) to any Participant or Assignee or any other assignee hereto pursuant to Section 10.6(f) (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (iii) to any of its or its Affiliates’ employees, directors, agents, attorneys, accountants and other professional advisors, (iv) to any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Document. (ba) None of the Loan Parties shall issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate Affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ ' prior notice and (ii) obtaining the Lender’s 's or such Lender’s affiliate’s Xxxxxx's Affiliate's prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate Affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate Affiliate of such Lender prior to issuing such press release or other public disclosure. (cb) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s 's name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web site.

Confidentiality; Public Disclosure. (a) Each of the Agents Administrative Agent and the Lenders expressly agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any the Administrative Agent or any Lender from disclosing any such information (i) to any the Arranger, the Administrative Agent, any other Lender or any affiliate of any thereof, (ii) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisionsSection, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisorsadvisors or service providers in connection with the administration and management of any Loan Document, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (viv) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (viivi) if requested or required to do so in connection with any litigation or similar proceeding, (viiivii) that has been publicly disclosed other than in breach of this Section, (ixviii) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (xix) in connection with the exercise of any remedy hereunder or under any other Loan Document. Notwithstanding anything herein to the contrary, any party subject to confidentiality obligations hereunder or under any other related document (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, such party’s U.S. federal income tax treatment and the U.S. federal income tax structure of the transactions contemplated by this Agreement relating to such party and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. However, no such party shall disclose any information relating to such tax treatment or tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws. (b) None of the Loan Parties shall issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web site.

Confidentiality; Public Disclosure. (a) Each of the Agents Administrative Agent and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (i) to any Agent, any other Lender or any affiliate of any thereof, (ii) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Document. (b) None of the Loan Parties shall issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web site.

Confidentiality; Public Disclosure. (a) Each of Purchaser agrees that, prior to the Agents Closing Date, all documents and information regarding the Lenders agrees to keep confidential all non-public information provided Property delivered or made available to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent Seller or any Lender from disclosing any such information (i) to any Agent, any other Lender or any affiliate Seller’s agents and the results of any thereof, (ii) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants all tests and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Document. (b) None of the Loan Parties shall issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such informationstudies, including, without limitation, any environmental test or study, of the Property conducted by or on behalf of Purchaser (collectively, the “Proprietary Information”) are confidential and, except as required by Applicable Laws, Purchaser shall not disclose any Proprietary Information to any other person except those assisting it with the analysis of the Property, investors and prospective investors and lenders and prospective lenders, and only after advising such persons to abide by these confidentiality restrictions. In addition, from and after the Effective Date, neither Purchaser nor Seller shall make a customary “tombstone,” on public disclosure of the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (a) Seller and Purchaser from releasing a press release concerning the sale of the Property, provided that such press release shall not contain the name(s) of the other party or its affiliates unless approved in by such other party, (b) either party from disclosing any information with respect to the transaction contemplated herein, any matters set forth in this Agreement, or any of the terms and provisions of this Agreement if and to the extent that such disclosure is required by applicable law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, (c) Seller or Purchaser from disclosing any information with respect to the transaction contemplated herein, any matters set forth in this Agreement, or any of the terms and provisions of this Agreement to any of their web site.respective, current, or prospective lenders, members, officers, directors, trustees, employees, investors, consultants, advisors, agents, representatives, partners and/or shareholders (and any of their respective lenders, members, officers, directors, trustees, employees, consultants, advisors, agents, representatives, partners and/or shareholders of any of such parties); provided that all of the foregoing are advised of the confidential nature of such information, matters, terms and provisions, or (d) Seller, Purchaser and/or any affiliate of Seller or Purchaser making any public statement, filing or other disclosure which any of them reasonably believes to be required or desirable under applicable securities laws. The parties hereto shall deliver to the other a copy of the press release at least three (3) Business Days prior to the issuance thereof. Any information publicly disclosed pursuant to this Section 15.2 may be used by the Seller and Purchaser and their respective representatives and affiliates, in any form or format. This Section 15.2 shall survive the Closing or termination of this Agreement. 724643206.7 17544974

Confidentiality; Public Disclosure. (a) Each Purchaser and its representatives shall hold in strictest confidence all data and information obtained with respect to each Seller and each Company or their business, whether obtained before or after the execution and delivery of this Agreement, and shall not disclose the same to others; provided, however, that it is understood and agreed that Purchaser may disclose such data and information to those persons who are responsible for determining the feasibility of Purchaser’s acquisition of the Agents and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (i) to any AgentMembership Interests, any other Lender or any affiliate of any thereof, (ii) to any Participant or Assignee (each, a “Transferee”) present or prospective Transferee that agrees to comply with the provisions investors or lenders of this Section or substantially equivalent provisionsPurchaser, (iii) any of its Purchaser’s employees, directors, agentstitle company, attorneys, accountants and other professional advisorsconsultants who have been advised of the confidentiality of such information (collectively, (iv) “Permitted Outside Parties”). Notwithstanding the foregoing, Purchaser shall have no obligation to maintain the confidentiality of any financial institution that information which is a direct available to the public or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor which has been obtained from sources not subject to such contractual counterparty agrees to be bound by the provisions hereof. In the event of a breach or threatened breach by Purchaser or its agents or representatives of this Section)Section 11.1, (v) upon the request applicable Seller shall be entitled to an injunction restraining Purchaser or demand of any Governmental Authority having jurisdiction over itthe Permitted Outside Parties from disclosing, (vi) in response to any order of any court whole or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Lawin part, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Documentconfidential information. (b) None Prior to the last Closing, any release to the public of information with respect to the Loan Parties sales contemplated herein or any matters set forth in this Agreement will be made only in the form reasonably approved by Purchaser and Sellers. In addition, following each Closing, the applicable Seller shall not issue any a press release or other public disclosure (other than any filing required to be made otherwise communicate with the SEC) using the name of any media representatives regarding this sale and purchase of the Lenders applicable Membership Interests unless such release or any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining communication has received the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure approval of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosurePurchaser. (c) Notwithstanding the foregoing, nothing set forth in this Section 11.1 shall preclude or be deemed to preclude a party from making (and a party may make) such disclosures as may be required pursuant to law or the Lenders and their Affiliates shall have order, decree, policy or rule of any court, regulatory or administrative authority or body, or, with respect to Purchaser, in connection with any debt or equity financing obtained to facilitate one or more of the right to (i) list and exhibit the Borrower’s name and logo, as provided transactions contemplated by the Borrower from time to timethis Agreement, and describe the transaction that is the form of such disclosure shall not be subject to Section 11.1(b). (d) The provisions of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web siteSection 11.1 shall survive any termination of this Agreement.

Confidentiality; Public Disclosure. (a) Each of the Agents Any public announcement, press release or similar publicity regarding this Agreement and the Lenders agrees transactions contemplated hereby, including the public disclosure thereof, will be issued, if at all, at such time and in such manner as Purchaser determines, with the prior consent of Seller, such consent not to keep confidential all non-public information provided be unreasonably conditioned, withheld or delayed. Seller and the Seller Members shall maintain the confidentiality of, and not disclose to it by any Loan Party pursuant third party, without the consent of Purchaser, the existence and terms of this Agreement and the transactions contemplated hereby (including any claim or dispute arising out of or related to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent Agreement, or the interpretation, making, performance, breach or termination hereof and the reasons therefor) or any Lender from disclosing any such other nonpublic, confidential or proprietary information concerning the transactions contemplated hereby or the Company except (i) to any Agentits or their respective legal, any other Lender or any affiliate of any thereofaccounting and financial advisors that are bound by confidentiality restrictions, (ii) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisionsextent such information was previously publicly disclosed by Purchaser, (iii) any to the extent such disclosure is required by applicable Law, in which case the party required to disclose such information shall promptly notify Purchaser of its employeessuch disclosure and cooperate at Purchaser’s expense with Purchaser to the extent practicable so as to seek to limit the information disclosed to the information required by applicable Law to be disclosed and will, directorsto the extent practicable and at Purchaser’s expense, agentsseek to obtain a protective order over, attorneysor confidential treatment of, accountants such information, and other professional advisors, (iv) any financial institution for disclosures in dispute resolution proceedings to the courts or arbitrators involved in such proceedings and to other Persons involved in such proceedings (e.g., attorneys and expert witnesses) that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be are bound by the provisions of this Section)confidentiality obligations; provided, (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) that such proceedings are brought in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Document. (b) None of the Loan Parties shall issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender in connection compliance with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s Agreement, including Section 6.6 or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logoSection 8.8, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web siteapplicable.

Confidentiality; Public Disclosure. (a) Each of the Agents Administrative Agent and the Lenders agrees to keep take normal and reasonable precautions to maintain the confidentiality of any information relating to the Borrower or any of its Subsidiaries or any of their respective businesses, to the extent designated in writing as confidential all non-public information and provided to it by the Borrower or any Loan Party pursuant to this Agreement Subsidiary, other than any such information that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any available to the Administrative Agent or any Lender from disclosing on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries, except that such information may be disclosed (i) to any Agent, other party to this Agreement or to any other Lender Related Party of the Administrative Agent or any affiliate of any thereofsuch Lender, including, without limitation, accountants, legal counsel and other advisors, (ii) to the extent required by applicable laws or regulations or by any Participant subpoena or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisionssimilar legal process, (iii) to the extent requested by any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct regulatory agency or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor authority purporting to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having have jurisdiction over it, it (vi) in response to including any order of any court or other Governmental Authority or self- regulatory authority such as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners Commissioners), (iv) to the extent that such information becomes publicly available other than as a result of a breach of this Section 10.11, or which becomes available to the Administrative Agent, any Lender or any similar organization or Related Party of any nationally recognized rating agency that requires access to information about of the foregoing on a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or non-confidential basis from a source other than the Borrower, (xv) in connection with the exercise of any remedy hereunder or under any other Loan Document. Documents or any suit, action or proceeding relating to this Agreement or any other Loan Documents or the enforcement of rights hereunder or thereunder, (bvii) None subject to an agreement containing provisions substantially the same as those of this Section 10.11, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, or (B) any actual or prospective party (or its Related Parties) to any swap or derivative or similar transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (viii) any rating agency, (ix) the CUSIP Service Bureau or any similar organization, (x) to any existing or prospective funding sources or any current or prospective investors of any fund or account managed, advised, or sub-advised by a Lender (or its Affiliates), in each case, to the extent such recipient has been instructed to keep such information confidential, or (xi) with the consent of the Borrower. Any Person required to maintain the confidentiality of any information as provided for in this Section 10.11 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such information as such Person would accord its own confidential information. Each Loan Parties shall Party agrees that neither it nor any of its Affiliates will now or in the future issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of the Administrative Agent, any Lender or any of the Lenders their respective Affiliates or referring to this Agreement or any affiliate other Loan Document without the prior written consent of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s Administrative Agent or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender , except to the extent that such Loan Party or such Affiliate is required to do so under applicable law (and only to the extent) required by any Requirement of Lawin which event, provided that, the person such Loan Party or entity making such disclosure shall nonetheless Affiliate will consult with the affected Lender such Administrative Agent or the relevant affiliate of such Lender prior to before issuing such press release or other public disclosure. (c) Notwithstanding ). Each Loan Party hereby authorizes the foregoingAdministrative Agent and each Lender, the Lenders and their Affiliates shall have the right to (i) list and exhibit after consultation with the Borrower’s name , to advertise the closing of the transactions contemplated by this Agreement, and logoto make appropriate announcements of the financial arrangements entered into among the parties hereto, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such informationAdministrative Agent or such Lender shall deem appropriate, including, without limitation, on a customary “tombstone,” home page or similar place for dissemination of information on their web sitethe Internet or worldwide web, or in announcements commonly known as tombstones, in such trade publications, business journals, newspapers of general circulation and to such selected parties as such Administrative Agent or such Lender shall deem appropriate.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a non-disclosure agreement, dated as of November 18, 2015 (the "Confidentiality Agreement"), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement's existence, in strict confidence. At no time shall any party hereto disclose any of the Agents and terms of this Agreement (including the Lenders agrees to keep confidential all economic terms) or any non-public information provided about a party hereto to it by any Loan Party pursuant other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein the contrary in the foregoing, a party hereto shall prevent be permitted to disclose any Agent or any Lender from disclosing any such information and all terms to (i) its or their financial, tax and legal advisors (each of whom is subject to any Agent, any other Lender or any affiliate a similar obligation of any thereofconfidentiality), (ii) any Governmental Entity or administrative agency, to any Participant the extent necessary or Assignee (each, a “Transferee”) advisable in compliance with Applicable Law and the rules of Nasdaq or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, TASE and (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a or their direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) investors in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s ordinary private investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Documentfund activities. (b) None of Neither the Loan Parties Company or Seller, on the one hand, nor Acquirer, on the other hand, shall issue any press release or other public disclosure (other than any filing required communications relating to be made with the SEC) using terms of this Agreement or the Transactions or use another party's name of any of the Lenders or any affiliate of a Lender refer to such party directly or indirectly in connection with this transaction the Transactions 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 both the prior written approval of the other party, unless required by Applicable Law (i) providing in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer prior to any such Lender with at least disclosure). Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Acquirer may make such public communications regarding this Agreement or the Transactions as it is required by Applicable Law or by the rules of the TASE, the SEC or NASDAQ, provided that Acquirer shall, to the extent reasonably practicable, provide a draft of any such communication to Seller not less than two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender Days prior to issuing such press its release or other public disclosureand shall consider in good faith any reasonable changes requested by Seller. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web site.

Confidentiality; Public Disclosure. (a) Each of From and after the Agents Closing, Seller shall, and shall cause its Affiliates to, hold, and shall use commercially reasonable efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Lenders agrees Assets, except to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement the extent that is designated by such Loan Party as confidential; provided Seller can show that nothing herein shall prevent any Agent or any Lender from disclosing any such information (i) is generally available to any Agentand known by the public through no fault of Seller, any other Lender of its Affiliates or any affiliate of any thereof, their respective Representatives; or (ii) is lawfully acquired by Seller, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its Affiliates or their respective Representatives are compelled to disclose any Participant information by judicial or Assignee administrative process or by other requirements of Law, Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information which Seller is advised by counsel is legally required to be disclosed, provided that Seller shall provide reasonable assistance if Buyer seeks to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. (eachb) Neither Party shall make any public announcement concerning the terms of this Agreement or the other Transaction Documents without the prior written consent of the other Party, and such consent shall not be unreasonably withheld or delayed; provided, however, that a Party shall not be required to seek the consent of another Party to publicly disclose any information regarding the terms of this Agreement or the other Transaction Documents to the extent that the disclosing Party can show that such information (i) is generally available to and known by the public through no fault of such disclosing Party, any of its Affiliates or their respective Representatives; or (ii) is lawfully acquired by the disclosing Party, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. Notwithstanding the foregoing, a “Transferee”Party may file a copy of this Agreement or the other Transaction Documents with a Governmental Authority or disclose the terms thereof as required by Law; provided, however, that the non-disclosing Party is provided [***] (or such shorter period as may be required to permit timely filing or disclosure with the Governmental Authority by the disclosing Party) notice prior to such disclosure or prospective Transferee filing to review and comment on any filing or disclosure solely as it relates to the terms of the Agreement or the other Transaction Documents, including but not limited to the right to request redaction of material financial and commercial terms to the extent permitted by applicable Law and the disclosing Party will consider in good faith any reasonable comments provided by the other Party during such period. Buyer acknowledges that agrees Medicis and its Affiliates are subject to a Corporate Integrity Agreement and that they shall have the right, without having to comply with the foregoing provisions, to disclose to the Office of the Inspector General (in the event Medicis deems such disclosure is required to comply with the CIA) the fact that the transactions contemplated by this Agreement have occurred. To the extent that Medicis is required or requested to disclose the Agreement or the other Transaction Documents to the Office of the Inspector General, Seller will comply with the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Document. subsection (b) None of the Loan Parties shall issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure). (c) Notwithstanding Seller and Buyer approve the foregoingcontent of the press release in the form of Schedule 7.01(c) for announcing the execution of this Agreement and the Amended and Restated Collaboration Agreement. Such press release may be released by one or both of Buyer and Seller, and neither Party is required to participate in any joint press release. (d) Seller and Buyer agree that the Lenders content of such press release, or any portion thereof, may be re-used by either Seller or Buyer as long as any such partial use of content is fair and their Affiliates accurate. (e) Seller and Buyer each agree that Buyer shall have the right from and after the Closing to represent to Third Parties that Buyer has acquired all rights to the Business without reservation by Seller. For the avoidance of doubt, after Closing, any press releases or other public announcements relating to the Product or the Business (i) list and exhibit except to the Borrower’s name and logo, as provided by extent disclosing the Borrower from time to time, and describe the transaction that is the subject terms of this Agreement in their marketing materials and (iiAgreement) post such information, including, without limitation, a customary “tombstone,” on their web siteshall be within the sole discretion of the Buyer.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer Parent and the Company have previously executed a non-disclosure agreement dated November 16, 2020 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms, and references therein to the Acquirer Parent shall be deemed to include the Acquirer. Each party hereto agrees that, it and its Representatives shall hold the terms of the Agents Merger in strict confidence. As an amendment to the Confidentiality Agreement, from the Closing, Acquirer and its Affiliates are hereby released from any obligations thereunder. At no time shall any Party disclose any of the Lenders agrees to keep confidential all terms of the Merger (including, but not limited to, the economic terms) or any non-public information provided about a party hereto (collectively, the “Confidential Information”) to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information other Person without the prior written consent of the other Party. Notwithstanding the foregoing, (i) each Party shall be permitted to disclose Confidential Information to its financial, tax, and legal advisors (each of whom is bound by substantially similar obligations of confidentiality), and to any AgentGovernmental Entity or otherwise to the extent necessary or advisable in compliance with applicable Legal Requirements (including stock exchange rules or in any prospectus), any other Lender or any affiliate of any thereof, and (ii) Acquirer and Acquirer Parent shall be entitled to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) disclose Confidential Information to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access SPAC, the SPAC’s material stockholders and Representatives, Persons intending to information about a Lender’s investment portfolio invest in connection with ratings issued with respect to such Lender or (x) the Acquirer Parent in connection with the exercise Business Combination Transaction, financing providers of the Acquirer, Acquirer Parent and any remedy hereunder of their Affiliates and potential financing providers of the Acquirer, Acquirer Parent and any of their Affiliates. With respect to the Securityholders’ Agent, the confidentiality provisions of this section shall also apply to information relating to the Company or under any of its Subsidiaries, the Merger or this Agreement or the other Loan DocumentTransaction Documents received by the Securityholders’ Agent before or after the Closing or relating to the period after the Closing. The Acquirer, Acquirer Parent and their respective Affiliates shall be released from all restrictions pursuant to this provision from and after Closing. (b) None of the Loan Parties The Company shall not issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender statement relating to the extent (and only to the extent) required by any Requirement terms of Law, provided thatthis Agreement, the person or entity making such disclosure shall nonetheless consult with the affected Lender other Transaction Documents or the relevant affiliate of such Lender prior to issuing such transactions contemplated hereby or thereby, in any media interview, advertisement, news release, press release or other public disclosureprofessional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of the Acquirer. (c) Notwithstanding The Company may make filings as may be required by securities Laws applicable to the foregoingCompany, including pursuant to Rule 257 of Regulation A promulgated under the Securities Act, provided that the text and content of such filing is approved in advance and in writing by the Acquirer. (d) Each of the Company and the Securityholders’ Agent acknowledges that as a result of the Business Combination Transaction, the Lenders and their Affiliates shall have the right to Acquirer Parent Common Shares will be publicly traded. Accordingly (i) list any non-public information obtained by such party hereto regarding Acquirer, Acquirer Parent and exhibit their respective Affiliates could be considered to be material non-public information within the Borrower’s name and logo, as provided by the Borrower from time to timemeaning of applicable securities Laws, and describe therefore, acknowledges and agrees not to engage in any transactions in the transaction that is Acquirer Parent Common Shares or in the subject shares of capital stock of the SPAC in violation of applicable securities Laws (ii) the Acquirer Parent and/or the SPAC may be required to make certain disclosures and publications under applicable securities Laws which may include the contemplated parties’ discussions, the terms of this Agreement or the Transaction, such disclosure not to be deemed a breach of this Agreement. (e) Other than as expressly stated in their marketing materials this Section ‎‎‎5.2, this section shall survive the consummation, termination or expiration of this Agreement, the Merger and (ii) post such information, including, without limitation, a customary “tombstone,” on their web sitethe transactions contemplated hereby.

Confidentiality; Public Disclosure. (a) Each This Agreement, the terms hereof and the relationship of the Agents parties shall be governed by the Confidentiality and Nondisclosure Agreement, dated as of August 22, 1996, between the Purchaser and the Lenders agrees to keep confidential all non-public information provided to it Company. The terms and existence of the transactions contemplated by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein and the Cooperation Agreement shall prevent be deemed confidential information of both parties. (b) The Company shall not use the Purchaser's name or refer to the Purchaser directly or indirectly in connection with the Purchaser's relationship with the Company in any Agent advertisement, news release or any Lender from disclosing any such information (i) to any Agentprofessional or trade publication, or in any other Lender manner, unless otherwise required by law or any affiliate of any thereofwith the Purchaser's prior written consent, (ii) which consent will generally not be granted. The parties acknowledge that the Company may be required to any Participant or Assignee (eachdisclose in a press release and/or a registration statement certain information relating to the transactions contemplated by this Agreement following consummation hereof. Notwithstanding the foregoing, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response 7.13 shall apply to any order of such disclosure and the Company shall provide Intel a reasonably adequate opportunity to review and comment on such disclosure and shall not make any court or other Governmental Authority or as may otherwise such disclosure without Intel's prior written consent. The parties agree that at no time will there be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Document. (b) None of the Loan Parties shall issue any press release or other public disclosure (other than any filing required statement issued by either party relating to this Agreement or the transactions contemplated hereby unless agreed to in advance by both parties in writing. The parties have executed this Agreement to be made with the SEC) using the name of any effective as of the Lenders or any affiliate date first set forth above. INTEL CORPORATION MSH ENTERTAINMENT CORPORATION /s/ XXXXXX XXXX /s/ XXXXXX X. XXXXX -------------------- ---------------------------------------- Signature Signature Xxxxxx Xxxx Xxxxxx X. Xxxxx -------------------- ---------------------------------------- Printed Name Printed Name Assistant Treasurer-Int'l Chairman ------------------------------- ---------------------------------------- Title Title LIST OF EXHIBITS ---------------- Exhibit A Warrant --------- Exhibit B Schedule of a Lender in connection with this transaction without both Exceptions --------- Exhibit A --------- WARRANT ------- -25- Exhibit B --------- SCHEDULE OF EXCEPTIONS THE WARRANT EVIDENCED OR CONSTITUTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE HEREUNDER HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) providing any such Lender with at least two (2) Business Days’ prior notice and THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consentTHE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender WARRANT TO PURCHASE 1,000,000 SHARES OF COMMON STOCK OF MSH ENTERTAINMENT CORPORATION (Subject to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web site.Adjustment)

Confidentiality; Public Disclosure. (a) Each of From and after the Agents Closing, Seller shall, and shall cause its Affiliates to, hold, and shall use commercially reasonable efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Lenders agrees Assets, except to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement the extent that is designated by such Loan Party as confidential; provided Seller can show that nothing herein shall prevent any Agent or any Lender from disclosing any such information (i) is generally available to any Agentand known by the public through no fault of Seller, any other Lender of its Affiliates or any affiliate of any thereof, their respective Representatives; or (ii) is lawfully acquired by Seller, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its Affiliates or their respective Representatives are compelled to disclose any Participant information by judicial or Assignee administrative process or by other requirements of Law, Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information which Seller is advised by counsel is legally required to be disclosed, provided that Seller shall provide reasonable assistance if Buyer seeks to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. (eachb) Neither Party shall make any public announcement concerning the terms of this Agreement or the other Transaction Documents without the prior written consent of the other Party, and such consent shall not be unreasonably withheld or delayed; provided, however, that a Party shall not be required to seek the consent of another Party to publicly disclose any information regarding the terms of this Agreement or the other Transaction Documents to the extent that the disclosing Party can show that such information (i) is generally available to and known by the public through no fault of such disclosing Party, any of its Affiliates or their respective Representatives; or (ii) is lawfully acquired by the disclosing Party, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. Notwithstanding the foregoing, a “Transferee”Party may file a copy of this Agreement or the other Transaction Documents with a Governmental Authority or disclose the terms thereof as required by Law; provided, however, that the non-disclosing Party is provided *** (or such shorter period as may be required to permit timely filing or disclosure with the Governmental Authority by the disclosing Party) notice prior to such disclosure or prospective Transferee filing to review and comment on any filing or disclosure solely as it relates to the terms of the Agreement or the other Transaction Documents, including but not limited to the right to request redaction of material financial and commercial terms to the extent permitted by applicable Law and the disclosing Party will consider in good faith any reasonable comments provided by the other Party during such period. Buyer acknowledges that agrees Medicis and its Affiliates are subject to a Corporate Integrity Agreement and that they shall have the right, without having to comply with the foregoing provisions, to disclose to the Office of the Inspector General (in the event Medicis deems such disclosure is required to comply with the CIA) the fact that the transactions contemplated by this Agreement have occurred. To the extent that Medicis is required or requested to disclose the Agreement or the other Transaction Documents to the Office of the Inspector General, Seller will comply with the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Document. subsection (b) None of the Loan Parties shall issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure). (c) Notwithstanding Seller and Buyer approve the foregoingcontent of the press release in the form of Schedule 7.01(c) for announcing the execution of this Agreement and the Amended and Restated Collaboration Agreement. Such press release may be released by one or both of Buyer and Seller, and neither Party is required to participate in any joint press release. (d) Seller and Buyer agree that the Lenders content of such press release, or any portion thereof, may be re-used by either Seller or Buyer as long as any such partial use of content is fair and their Affiliates accurate. (e) Seller and Buyer each agree that Buyer shall have the right from and after the Closing to represent to Third Parties that Buyer has acquired all rights to the Business without reservation by Seller. For the avoidance of doubt, after Closing, any press releases or other public announcements relating to the Product or the Business (i) list and exhibit except to the Borrower’s name and logo, as provided by extent disclosing the Borrower from time to time, and describe the transaction that is the subject terms of this Agreement in their marketing materials and (iiAgreement) post such information, including, without limitation, a customary “tombstone,” on their web siteshall be within the sole discretion of the Buyer.

Confidentiality; Public Disclosure. (a) Each The Seller will treat and hold as such all of the Agents and Confidential Information, refrain from using any of the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to Confidential Information except in connection with this Agreement or, prior to the Second Closing, in the Ordinary Course of Business, and, following the Second Closing, deliver promptly to the Purchaser or destroy, at the request and option of the Purchaser, all tangible embodiments (and all copies) of the Confidential Information that are in such party’s possession, except Seller may keep copies of such information solely to the extent contemplated by this Agreement. In the event that the Seller is designated requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the Seller may disclose such Loan Party as confidentialConfidential Information to the extent necessary to comply with any such request or requirement; provided that nothing herein shall prevent any Agent the Seller will notify the Purchaser promptly of such request or any Lender from disclosing any such information (i) to any Agent, any other Lender requirement so that the Purchaser may seek an appropriate protective order or any affiliate of any thereof, (ii) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply waive compliance with the provisions of this Section or substantially equivalent provisions‎6.2. Notwithstanding anything herein to the contrary, each party to this Agreement (iii) any of its employeesand each employee, directorsrepresentative, agents, attorneys, accountants and other professional advisorsagent of such party) may disclose to any and all Persons, (iv) without limitation of any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor kind, the Agreement and the transactions contemplated hereby for Tax reporting, legal advice and other similar purposes, and until the Second Closing, Seller may, subject to such contractual counterparty agrees to be bound by the provisions terms of this Section)Agreement, (v) upon continue to disclose or use Confidential Information in the request or demand Ordinary Course of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan DocumentBusiness. (b) None of Neither the Loan Parties Seller nor the Purchaser shall issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender announcement relating to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject matter of this Agreement without the prior written approval of the other party; provided, however, that either party may make any public disclosure it believes in their marketing materials good faith is required by applicable Law or stock exchange rule (in which case such party shall use reasonable best efforts to advise and (ii) post such information, including, without limitation, provide the other party with a customary “tombstone,” on their web sitecopy of the proposed disclosure prior to making the disclosure).

Confidentiality; Public Disclosure. (a) Each Neither party shall make any public disclosure or issue any press release with respect to the terms of this Agreement or the transactions contemplated hereby, except to the extent required by Law. Prior to any party to this Agreement making any filing or disclosure or issuing any press release with respect to the terms of this Agreement or the transactions contemplated hereby, such party shall use commercially reasonable efforts to give the other party hereto a reasonable opportunity to review such filing, disclosure or press release. (b) After the Closing, Seller will not disclose to any third party and will treat and hold as confidential the Confidential Information and refrain from using any of such Confidential Information, except in connection with and as contemplated by this Agreement, as required by applicable Law or requested by a regulatory, self-regulatory or supervisory authority having appropriate jurisdiction or as requested by a Transferring Customer (to the extent such Confidential Information relates to such Transferring Customer). (c) Purchaser acknowledges that the information being provided to it in connection with the transactions contemplated in this Agreement is subject to the terms of a confidentiality agreement between Purchaser and Deutsche Bank AG, dated January 17, 2011 (the “Confidentiality Agreement”), and shall be treated as Evaluation Material thereunder, provided, however, that notwithstanding anything to the contrary contained in the Confidentiality Agreement, from and after the date hereof, until the earlier of the Agents Closing or termination of this Agreement in accordance with its terms: (i) Purchaser may use such information for the purposes contemplated in this Agreement, (ii) paragraph 6 of the Confidentiality Agreement shall not apply to the solicitation of customers, clients or other persons who have relationships with the Seller as contemplated by this Agreement and (iii) paragraph 13 of the Lenders agrees Confidentiality Agreement shall be of no force and effect. Effective upon, and only upon, the Closing, (i) the obligations in the Confidentiality Agreement governing the use and disclosure of information shall terminate with respect to keep information relating to the Purchased Assets, (ii) paragraph 6 of the Confidentiality Agreement shall not apply to the solicitation of customers, clients or other persons who have relationships with the Seller and (iii) paragraphs 11 and 13 of the Confidentiality Agreement shall be of no further force and effect; provided, however, that Purchaser acknowledges that any and all other confidential all non-public information provided to it by any Loan Party pursuant Seller concerning Seller shall remain subject to this the terms and conditions of the Confidentiality Agreement after the Closing and, for the avoidance of doubt, that is designated by such Loan Party as confidential; provided that nothing herein the obligation in paragraph 5 of the Confidentiality Agreement shall prevent any Agent or any Lender remain in full force and effect. In addition, from disclosing any such information (i) to any Agentand after the date hereof, any other Lender or any affiliate the obligations in the Confidentiality Agreement contained in the last sentence of any paragraph 1 thereof, in paragraph 4 thereof, in paragraph 7 thereof and in paragraph 9 thereof (ii) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Document. (b) None of the Loan Parties shall issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice first and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate last sentences of such Lender to the extent (paragraph) shall be of no force and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosureeffect. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web site.

Confidentiality; Public Disclosure. 29.1 Except as set forth below, Transferor and SLGOP covenant and agree not to communicate the terms or any aspect of this Agreement and the transactions contemplated hereby to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Transferor to SLGOP or by SLGOP to Transferor, without the express written consent of the other party; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) Each of the Agents and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (i) to any Agentits respective advisors, any other Lender or any affiliate of any thereofconsultants, (ii) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (iii) any of its employeesofficers, directors, agentsprincipals, investors, attorneys, accountants and lenders (the "Transaction Parties") without the express written consent of the other professional advisorsparty, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as any such contractual counterparty Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or professional advisor by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such contractual counterparty agrees event Transferor or SLGOP, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be bound accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Transferor or SLGOP, as applicable. 29.2 Notwithstanding the provisions of this Section)Section 29.1 above, at any time after the date hereof, SLGOP may, if SLGOP in its reasonable discretion deems it to be necessary (v) upon the request or demand advice of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ixcounsel) to comply with law, rules or regulations or the National Association requirements of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Document. (b) None of the Loan Parties shall securities self regulatory organization, issue any a press release or other public disclosure (acknowledging that SLGOP is under contract to purchase the Property, the anticipated closing date, and containing such other than any filing information which SLGOP reasonably believes to be required to be made with the SEC) using the name of any of the Lenders disclosed. Transferor shall not unreasonably withhold or any affiliate delay its approval of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining press release which sets forth the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Lawpurchase price, provided thatcapitalization rate, square footage, the person or entity making such disclosure shall nonetheless consult with current occupancy rate at the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure. (c) Notwithstanding the foregoingProperty, the Lenders in-place average and their Affiliates shall have market rents and the right to (i) list and exhibit major tenancies at the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web siteProperty.

Confidentiality; Public Disclosure. (a) Each Stakeholder will, and will cause its Affiliates and Representatives to, maintain the confidentiality of the Agents Confidential Information at all times, and will not, directly or indirectly, use any Confidential Information for its own benefit or for the Lenders agrees benefit of any other Person or reveal or disclose any Confidential Information to keep confidential all non-public information provided to it by any Loan Party pursuant to Person other than authorized Representatives of the Buyer, except in connection with this Agreement or with the prior written consent of the Buyer. The covenants in this Section 5.9(a) will not apply to Confidential Information that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (i) is or becomes available to the general public through no breach of this Agreement by either Stakeholder or any Agentof their respective Affiliates or Representatives or, to the Knowledge of the Seller, breach by any other Lender Person of a duty of confidentiality to the Buyer or any affiliate of any thereof, (ii) either Stakeholder is required to any Participant or Assignee disclose by applicable Law; provided, however, that such Stakeholder will (eachA) notify the Buyer in writing of such required disclosure as much in advance as practicable in the circumstances, a “Transferee”(B) or prospective Transferee that agrees to comply cooperate with the provisions Buyer to limit the scope of this Section such disclosure and (C) obtain the Buyer’s prior consent as to the wording of such disclosure. At any time that the Buyer may request, each Stakeholder will, and will cause its Affiliates and Representatives to, turn over or substantially equivalent provisions, return to the Buyer all Confidential Information in any form (iii) any of its employees, directors, agents, attorneys, accountants including all copies and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vireproductions thereof) in response to any order of any court its possession or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Documentcontrol. (b) None of the Loan Parties shall No Party will issue any press release or make any public announcement or disclosure relating to the subject matter of this Agreement without the prior written approval of the other Parties; provided, however, that any Party may make any public disclosure (other than any filing it believes in good faith is required to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender by Law, in connection with this transaction without both which case such Party shall (i) providing any notify the other Parties who are not its Affiliates in writing of such Lender with at least two (2) Business Days’ prior notice and required disclosure as much in advance as practicable in the circumstances, (ii) obtaining cooperate with the Lender’s or other Parties who are not its Affiliates to limit the scope of such Lender’s affiliate’s disclosure and (iii) obtain the prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure consent of the name of any Lender or of any affiliate other Parties (which shall not be unreasonably withheld) who are not its Affiliates as to the wording of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure. (c) Notwithstanding The Stakeholders acknowledge and agree that the foregoingBuyer would be irreparably damaged if either Stakeholder were to provide services to or otherwise participate in the business of any Person competing with the Business and that any such competition by any Stakeholder would result in a significant loss of goodwill by the Business and the Buyer. Neither Stakeholder shall engage (whether as an owner, operator, stockholder, partner, joint venturer, manager, consultant, adviser, representative, or otherwise) directly in any business which is directly competitive with the Business anywhere in the United States during the period beginning on the Closing Date and ending on the third anniversary of the Closing Date (the “Restricted Period”); provided however; that ownership of less than three percent of the outstanding stock of any publicly traded corporation shall not be deemed to be engaging solely by reason thereof in a business competitive with the Business. (d) The Stakeholders agree that, during the Restricted Period, they will not (i) directly or indirectly contact, approach, or solicit for the purpose of offering employment to (whether as an employee, consultant, agent, independent contractor, or otherwise) or actually hire any employee of the Buyer, without the prior written consent of the Buyer, or (ii) induce or attempt to induce any customer, prospect, supplier or other business relation of the Business, into any business relationship which might materially harm the Buyer or the Business, or discourage such customer, prospect, supplier or business relation from doing business with the Buyer and its Affiliates after the Closing. (e) The Parties hereto agree that the covenants set forth in this Section 5.9 are reasonable with respect to their duration, geographical area, and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 5.9 is invalid or unenforceable, the Lenders and their Affiliates Parties agree that the court making the determination of invalidity or unenforceability shall have the right power to (i) list reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and exhibit enforceable and that comes closest to expressing the Borrower’s name and logo, as provided by intention of the Borrower from time to timeinvalid or unenforceable term or provision, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web siteshall be enforceable as so modified.