Common use of Confidentiality; Public Disclosure Clause in Contracts

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of February 18, 2016 (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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of Nasdaq. The Securityholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Securityholders’ Agent were a party thereto. With respect to the Securityholders’ 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 Securityholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not issue any press release or other public communications relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with 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 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 communications regarding this Agreement or 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 non-disclosure agreement, dated as of February 18January 23, 2016 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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of Nasdaq. The SecurityholdersStockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the SecurityholdersStockholders’ Agent were a party thereto. With respect to the SecurityholdersStockholders’ 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 SecurityholdersStockholders’ 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 Section 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). A Converting Holder that is so bound by this Section 5.3(a) that is a venture capital or private equity fund may make such communications to its investors as may be (i) legally or contractually required or (ii) reasonably necessary in the good faith exercise of the fiduciary duties of the general partner of such Converting Holder, so long as such disclosure is (x) made in the ordinary course of business and consistent with past practice and (y) in each case such disclosures are limited to the 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 of its investors with this Agreement or any other documentation related to the Transactions, either in whole or in part. (b) The Company shall not issue any press release or other public communications relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with 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 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 communications regarding this Agreement or 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 non-disclosure agreement, dated as of February 18, 2016 (the “Confidentiality Agreement”), which Agreements shall continue in full force and effect in accordance with its their 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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of NasdaqLaw. The Securityholders’ Securityholder Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement Agreements to the same extent as though the Securityholders’ Securityholder Agent were a party theretohereto. With respect to the Securityholders’ Securityholder Agent, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger Mergers or this Agreement received by the Securityholders’ Securityholder Agent after the Closing or relating to the period after the Closing. (b) The Company shall not, and shall cause each of its Representatives not to, issue any press release or other public communications relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with 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 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). (c) Acquirer is permitted to make a press release announcing the transactions contemplated herein (including the Mergers); provided, that the form and except as reasonably necessary for substance of any such press release shall be provided to the Company to obtain for review and any timely comments provided by the Company Stockholder Approval and will be considered by the Requisite Stockholder Approval and Acquirer in good faith prior to issuing such press release; provided, further, that in no event shall a party or its Affiliates be restricted from making any public announcements required by Law or the listing requirements of the Nasdaq Global Market (on the reasonable advice of counsel). If either party, based on the advice of counsel, determines that any Transaction Document, including this Agreement, must be publicly filed with a Governmental Entity, then such party, prior to making any such filing, shall provide the other consents party and approvals its counsel with a redacted version 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 communications regarding this Agreement (and any other Transaction Document) which it intends to file, and will give due consideration to any comments provided by the other party or the Transactions as Acquirer may determine is reasonably appropriateits counsel.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer Acquiror and the Company have previously executed a mutual non-disclosure agreementagreement dated February 9, dated as of February 18, 2016 2006 (the “Confidentiality Agreement”), "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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of Nasdaq. The Securityholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Securityholders’ Agent were a party thereto. With respect to the Securityholders’ 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 Securityholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not, and the Company shall cause each Subsidiary and each Company Representative not to, directly or indirectly, issue any press release or other public communications statement relating to the terms of this Agreement or the Transactions transactions contemplated hereby or use Acquirer’s Acquiror's name or refer to Acquirer Acquiror directly or indirectly in connection with Acquirer’s Acquiror'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 AcquirerAcquiror, unless required by Applicable Law law (in which event a reasonably satisfactory opinion of outside counsel to that effect shall be first delivered to Acquirer Acquiror 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 Shareholders and other third parties contemplated by this Agreement. . (c) Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Acquirer Acquiror may issue such press releases or make such other public communications statements regarding this Agreement or the Transactions transactions contemplated hereby as Acquirer Acquiror may, in its reasonable discretion, determine, provided it shall use reasonable efforts to consult with the Company in respect of such press release or statement prior to making such press releases or statements, unless such press releases or statements are required to be made by applicable law or any listing agreement with or requirement of a national securities exchange. No Company Shareholder shall be named in any public statement, press release or filing without his, her or its consent, which consent may determine is reasonably appropriatebe granted in such Company Shareholders' sole discretion. (d) This section shall survive the consummation, termination or expiration of this Agreement, the Merger and the transactions contemplated hereby.

Confidentiality; Public Disclosure. (a) 5.2.1 The parties hereto Parties acknowledge that Acquirer Axcan and the Company have previously executed a mutual non-disclosure agreement, Confidential Disclosure Agreements dated as of February 18, 2016 [*] and [*] (the “Confidentiality AgreementAgreements”), ) which shall continue in full force and effect in accordance with its their respective terms. 5.2.2 On the Effective Date, the Parties shall jointly issue a public announcement of the execution of this Agreement, the Merger Agreement, the Development Agreement and the License Agreement in such form as separately agreed upon between the Parties. Neither Party shall issue any press release or make any other public disclosure regarding this Agreement, the Merger Agreement, the Development Agreement or the License Agreement, or the Parties’ activities hereunder or thereunder, or any results or data arising hereunder or thereunder, except (a) with the other Party’s prior written consent (which consent shall not be unreasonably withheld), (b) as reasonably necessary to comply with all applicable national securities exchange listing requirements or laws, rules or regulations or (c) as otherwise permitted in accordance with this Section 5.2 and the Merger Agreement. Each party hereto Party agrees to provide to the other Party a copy of any public announcement or disclosure regarding this Agreement, the Merger Agreement, the Development Agreement or the License Agreement or the subject matter hereof or thereof as soon as reasonably practicable under the circumstances prior to such public announcement’s or disclosure’s scheduled release, and, absent extraordinary circumstances, at least three (3) Business Days prior to such public announcement’s or disclosure’s scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement or disclosure and, except as otherwise required by laws, rules or regulations, the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party that it the reviewing Party reasonably deems to be inappropriate for disclosure. The principles to be observed by the Parties in any such permitted public disclosures with respect to this Agreement, the Merger Agreement, the Development Agreement or the License Agreement shall be: accuracy and its Representatives completeness, the requirements of confidentiality under this Section 5.2 and the Merger Agreement, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to the Parties. Notwithstanding the foregoing, to the extent information regarding this Agreement, the Merger Agreement, the Development Agreement or the License Agreement has already been publicly disclosed other than through any act or omission of a Party in breach of this Agreement, the Merger Agreement, the Development Agreement or the License Agreement, either Party may * Confidential treatment requested. subsequently disclose the same information to the public without the consent of the other Party. Each Party shall hold be permitted to disclose the terms of this Agreement, and the fact of this Merger Agreement’s existence, the Development Agreement or the License Agreement, in strict confidence. At no time shall any party hereto disclose any of the terms each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement (including and the economic terms) or any non-public information about a party hereto Merger Agreement, to 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 foregoingactual or potential acquirers, 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)merger partners, 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 Securityholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Securityholders’ Agent were a party thereto. With respect to the Securityholders’ 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 Securityholders’ Agent after the Closing or relating to the period after the Closingprofessional advisors. (b) The Company shall not issue any press release or other public communications relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with 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 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 communications regarding this Agreement or 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 non-disclosure agreement, dated as of February 18October 6, 2016 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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of Nasdaq. The Securityholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Securityholders’ Agent were a party thereto. With respect to the Securityholders’ 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 Securityholders’ Agent after the Closing or relating to the period after the ClosingLaw. (b) The Company shall not, and shall cause its Representatives not to, issue any press release or other public communications relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with 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 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 communications regarding this Agreement or 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 non-disclosure confidentiality agreement, dated as of February 18September 14, 2016 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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates; provided that, for the avoidance of doubt, nothing herein shall prohibit or restrict the Stockholders’ Agent from disclosing any 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 (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity Entity, stock exchange or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of Nasdaq. The Securityholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Securityholders’ Agent were a party thereto. With respect to the Securityholders’ 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 Securityholders’ Agent after the Closing or relating to the period after the Closingstock exchange requirement. (b) The Each of the 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 communications statement relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with 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 the prior written approval of Acquirer, unless (i) required by Applicable Law law, (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer prior to ii) any such disclosurepress release or other public statement is issued by an investor in the Company and consists solely of information (A) repeating that information set forth in any press release or other public statement regarding this Agreement or the Transactions 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 except as through no fault on the part of such investor, (iii) 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, including as required in order to answer questions from and maintain the Company’s relationship with the Company’s employees, customers, suppliers, vendors, and 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 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 contained herein or in the Confidentiality Agreement, Acquirer may issue such press releases or make such other public communications statements regarding this Agreement or the Transactions as Acquirer may, in its reasonable discretion, determine, including as may determine is reasonably appropriatebe 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 Person’s prior written consent.

Confidentiality; Public Disclosure. (a) The parties 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 acknowledge 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 Acquirer 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 the Company have previously executed a mutual non-disclosure agreementDeutsche Bank AG, dated as of February 18January 17, 2016 2011 (the “Confidentiality Agreement”), which and shall continue be treated as Evaluation Material thereunder, provided, however, that notwithstanding anything to the contrary contained in full force the Confidentiality Agreement, from and effect after the date hereof, until the earlier of the Closing or termination of this Agreement in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold : (i) Purchaser may use such information for the terms of purposes contemplated in this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any (ii) paragraph 6 of the terms 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 (including the economic termsiii) or any non-public information about a party hereto to any other Person without the prior written consent paragraph 13 of the party hereto about which such non-public 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 relates. Notwithstanding anything shall terminate with respect to information relating to the contrary in Purchased Assets, (ii) paragraph 6 of the foregoingConfidentiality Agreement shall not apply to the solicitation of customers, a party hereto clients or other persons who have relationships with the Seller and (iii) paragraphs 11 and 13 of the Confidentiality Agreement shall be permitted to disclose of no further force and effect; provided, however, that Purchaser acknowledges that any and all terms other confidential information provided to its financial, tax and legal advisors (each of whom is it by Seller concerning Seller shall remain 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 Securityholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to after the same extent as though Closing and, for the Securityholders’ Agent were a party theretoavoidance of doubt, that the obligation in paragraph 5 of the Confidentiality Agreement shall remain in full force and effect. With respect to In addition, from and after the Securityholders’ Agentdate hereof, as used the obligations in the Confidentiality AgreementAgreement contained in the last sentence of paragraph 1 thereof, in paragraph 4 thereof, in paragraph 7 thereof and in paragraph 9 thereof (other than in the term “Confidential Information” shall also include information relating to the Merger or this Agreement received by the Securityholders’ Agent after the Closing or relating to the period after the Closing. (bfirst and last sentences of such paragraph) The Company shall not issue any press release or other public communications relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with 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 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) of no force 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 communications regarding this Agreement or the Transactions as Acquirer may determine is reasonably appropriateeffect.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of February November 18, 2016 2013 (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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates, 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 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 NasdaqNYSE. The SecurityholdersStockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the SecurityholdersStockholders’ Agent were a party thereto. With respect to the SecurityholdersStockholders’ 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 SecurityholdersStockholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not issue any press release or other public communications statement relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with 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 the prior written approval of Acquirer, unless required by Applicable Law (in which event a reasonably 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 communications regarding this Agreement or the Transactions as Acquirer may determine is reasonably appropriate.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer Acquiror and the Company have previously executed a mutual non-disclosure agreementMutual Confidentiality Agreement dated May 2, dated 2012, as of February 18, 2016 amended (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party ; provided, however, that, the parties hereto agrees and thereto hereby acknowledge and agree for the sake of clarity, that it and all obligations of Acquiror (and/or its Representatives shall hold Affiliates) under the terms of this Agreement, and Confidentiality Agreement with respect to Company information will terminate upon the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of NasdaqClosing. The SecurityholdersStockholders’ Agent hereby agrees that after the Closing it will continue to be bound by the terms of that certain Nondisclosure Agreement, dated as of June 7, 2013, by and conditions of between the Confidentiality Agreement to Company and the same extent as though the Securityholders’ Agent were a party thereto. With respect to the SecurityholdersStockholders’ 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 Securityholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company Except as provided below, no party shall, and shall cause its representatives not to, directly or indirectly, issue any press release or other public communications statement relating to the terms of this Agreement or the Transactions transactions contemplated hereby or use Acquirerthe other party’s name or refer to Acquirer the other party directly or indirectly in connection with AcquirerAcquiror’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 prior, written approval of Acquirerthe other party (which may or may not be granted in such party’s sole discretion), 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) Legal Requirements 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 Acquiror may issue such press releases or make such other public communications statements regarding this Agreement or the Transactions transactions contemplated hereby as Acquirer may Acquiror may, in its sole discretion, determine is reasonably required by applicable securities Legal Requirements; provided, however, that Acquiror shall consult with the Company (if prior to the Closing) or the Stockholders’ Agent (if after the Closing) regarding the content and timing of any such public announcement. Notwithstanding anything in this Agreement to the contrary, following the Closing, the Stockholders’ Agent shall be permitted to, after the public announcement of the Merger, publicly announce that it has been engaged to serve as the Stockholders’ Agent in connection with the Merger as long as such announcement does not disclose any of the other terms of the Merger or the other transactions contemplated therein. (c) The Company hereby acknowledges, agrees and covenants to Acquiror to undertake reasonable efforts to both inform and make aware each Stockholder that all Transaction Information known or obtained by such Stockholder, whether before or after the Closing Date, is the property, as appropriate., of the Surviving Corporation or Acquiror. Furthermore, such Stockholder shall agree, in the case of any Stockholder, pursuant to his, her or

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of February 18January 8, 2016 2019 (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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of NasdaqNasdaq (in each such case, including, for the avoidance of doubt, the filing of a Form 8-K in connection with the Closing, the disclosing party shall use commercially reasonable efforts to consult with the other party prior to making any such disclosure). The Securityholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Securityholders’ Agent were a party thereto. With respect to the Securityholders’ 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 Securityholders’ Agent after the Closing or relating to the period after the Closing. Each of the Company and the Securityholders’ Agent (i) acknowledge that certain information disclosed in connection with this Agreement may constitute material non-public information concerning Acquirer and its Affiliates and that trading in Acquirer’s securities while in possession of any such information, or communicating such information to any other Person who trades in such securities, could subject such party to liability under the U.S. federal and state securities laws, and (ii) agree that it and its Affiliates will not trade in Acquirer’s securities other than in compliance with all Applicable Laws. (b) The Company shall not, and shall cause each of the Subsidiaries and its and their respective Representatives not to, issue any press release or other public communications relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with Acquirer’s relationship with the Company and/or the 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 the Company shall use commercially reasonable efforts to consult with Acquirer prior to making 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 , in each case after reasonable consultation with Acquirer with respect to the contrary contained herein or in content of such communications. (c) Acquirer and the Confidentiality AgreementCompany shall jointly agree and issue an initial press release announcing the Transactions. Other than the issuance of such initial press release, Acquirer may make such and Merger Sub shall, and shall cause each of their subsidiaries and their Representatives to, (i) not issue any additional press release about which the Transactions are the primary subject and (ii) use commercially reasonable efforts not to (A) issue any other public communications regarding relating to the terms of this Agreement or the Transactions as or (B) use the Company’s, any Subsidiary’s or any Company Securityholder’s name, or refer to the Company, any Subsidiary or any Company Securityholder, directly or indirectly, in connection with such Person’s relationship with Acquirer may determine is reasonably appropriateor Merger Sub, 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, in each case of clauses (i) and (ii), without providing reasonable advance notice to (and shall consult in good faith with the Company regarding) such communication (including, for the avoidance of doubt, the filing of a Form 8-K in connection with the Closing).

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of February 1811, 2016 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 Except to the extent necessary for purposes of the Stockholder Notice or as otherwise permitted under this Section 5.3, at no time shall any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about to 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 to comply with Applicable Law and the rules of NasdaqNYSE. The SecurityholdersStockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the SecurityholdersStockholders’ Agent were a party thereto; provided that the Stockholders’ Agent shall be permitted to disclose Confidential Information to the Advisory Group in its capacity as such to the extent necessary or incidental to its services and responsibilities under Section 8.7 of this Agreement. With respect to the SecurityholdersStockholders’ 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 SecurityholdersStockholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not, and shall cause each Subsidiary and their respective Representatives not to, issue any press release or other public communications (except to the extent consistent with, and containing only information already included in, any press release or other public communications previously issued or made in accordance with this Agreement) relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with 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 the prior written approval of Acquirer, unless except to the extent (i) required by Applicable Law (in which event a satisfactory opinion case such party shall promptly notify Acquirer of this and cooperate with Acquirer to the extent practicable so as to seek to limit the information disclosed to the information it is advised by counsel is required by such Applicable Law to that effect shall be first delivered to Acquirer prior to any such disclosuredisclosed), (ii) and except as reasonably necessary for the Company to obtain the Company Stockholder Approval and the Requisite Stockholder Approval Written Consent and the other consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement, (iii) necessary to enforce such party’s rights under this Agreement or any other Transaction Document, (iv) such information is or becomes generally known to the public without violation of this Agreement or the Confidentiality Agreement or any other agreement or obligations restricting the disclosure of such information by such party or (v) made by a Company Stockholder permitted by, and in accordance with, the confidentiality terms set forth in the Joinder Agreement. 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 Acquirer may determine is reasonably appropriate.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of February 183, 2016 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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates, 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 in 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 to the extent necessary or advisable in compliance with Applicable Law and the rules of NasdaqNasdaq and (ii) the Stockholders’ Agent shall be permitted to disclose such information to the Converting Holders in connection with performing its duties hereunder. The SecurityholdersStockholders’ Agent hereby acknowledges and agrees to be bound that that certain Nondisclosure Agreement, dated August 4, 2014, by and between the terms and conditions of the Confidentiality Agreement to the same extent as though the SecurityholdersStockholders’ Agent were a party thereto. With respect and the Company, is intended to the Securityholders’ Agent, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include cover all information relating related to the Merger or this Agreement received by and the Securityholders’ Agent after the Closing or relating to the period after Merger, will survive the Closing, and will be enforceable by Acquirer and the Final Surviving Entity. (b) The Company shall not issue any press release or other public communications relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with 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 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 communications regarding this Agreement or the Transactions as Acquirer may determine is reasonably appropriate, and the Company Stockholders may disclose terms of this Agreement to their respective members, stockholders, partners and equity owners, to the extent required to effect the transactions contemplated hereby or otherwise contractually required and, in each instance, subject to instructing such Persons to maintain the confidentiality thereof and only to the extent such Persons are subject to similar duties of confidentiality as those under the Confidentiality Agreement.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer Parent and the Company have previously executed a mutual non-non­ disclosure agreement, dated as of February 1815, 2016 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 confidenceconfidence until the Transactions are publicly announced by Xxxxxx. At no time shall any party hereto disclose any of the non­public terms of this Agreement (including the economic terms) or any non-public non­public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public non­public 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 SecurityholdersStockholders’ Agent hereby xxxxxx agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the SecurityholdersStockholders’ Agent were a party thereto. With respect to the SecurityholdersStockholders’ Agent, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger Mergers or this Agreement received by the SecurityholdersStockholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not issue any press release or other public communications relating to the terms of this Agreement or the Transactions or use AcquirerParent’s name or refer to Acquirer Parent directly or indirectly in connection with AcquirerParent’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 AcquirerParent, unless required by Applicable Law (in which event a satisfactory opinion of consultation with outside counsel to that effect shall be first delivered and written notice to Acquirer shall first occur 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 Parent may make such other public communications regarding this Agreement or the Transactions as Acquirer Parent may determine is reasonably appropriate.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of February 18, 2016 (the “Confidentiality Agreement”), which Agreement shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives 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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates, 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 in 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 to the extent necessary or advisable in compliance with Applicable Law applicable Legal Requirements and (ii) the rules of NasdaqIndemnifying Parties’ Agent shall be permitted to disclose such information to the Company Indemnifying Parties in connection with performing his duties hereunder. The SecurityholdersIndemnifying Parties’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the SecurityholdersIndemnifying Parties’ Agent were a party thereto. With respect to the SecurityholdersIndemnifying Parties’ 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 SecurityholdersIndemnifying Parties’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not issue any press release or other public communications relating to the terms of this Agreement or the Transactions transactions contemplated hereby or use AcquirerAcquiror’s name or refer to Acquirer Acquiror directly or indirectly in connection with AcquirerAcquiror’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 AcquirerAcquiror, unless required by Applicable Law applicable Legal Requirements (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer Acquiror 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 Acquiror may make such public communications regarding this Agreement or the Transactions transactions contemplated hereby as Acquirer Acquiror may determine is reasonably appropriate, and the Company Securityholders may disclose terms of this Agreement to their respective member, stockholders, partners and equity owners, to the extent required to effect the transactions contemplated hereby or otherwise contractually required.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreementconfidentiality agreement dated September 30, dated as of February 18, 2016 2011 (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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of Nasdaq. The SecurityholdersEffective Time Holders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the SecurityholdersEffective Time Holders’ Agent were a party thereto. With respect to the SecurityholdersEffective Time Holders’ Agent, as used in the Confidentiality Agreement, Agreement the term “Confidential Information” shall also include information relating to the Merger or this Agreement received by the SecurityholdersEffective Time Holders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not, and the Company shall cause each Subsidiary and each Company Representative not to, directly or indirectly, issue any press release or other public communications statement relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with 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, transactions contemplated hereby without the prior written approval of Acquirer, unless required by Applicable Law 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 and the Company shall mutually agree on the content of the joint press release announcing the Mergers and thereafter Acquirer may make such other public communications statements regarding this Agreement or the Transactions transactions contemplated hereby as Acquirer may determine is reasonably appropriate.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer Acquiror and the Company have previously executed a mutual nonMutual Non-disclosure agreementDisclosure Agreement dated December 5, dated as of February 18, 2016 2018 (the “Confidentiality Agreement”), ) which shall continue in full force and effect in accordance with its terms. Each party hereto agrees . (b) Except as required by Legal Requirements or stock market regulation, the Parties agree that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, no press release or other public announcement (including in strict confidence. At no time shall any party hereto disclose any of the terms trade journal or other publication) of this Agreement or the transactions contemplated hereby shall be made by or on behalf of a Party (including the economic terms) or any of its Affiliates) without the advance written approval thereof by Acquiror and the Securityholders’ Representative (which, after the Closing, shall not be unreasonably withheld, conditioned or delayed); provided, however, that Acquiror and the Securityholders’ Representative have approved a press release to be issued by Acquiror in the form of attached Schedule 6.2(b) and have acknowledged that Acquiror may conduct a conference call regarding the transaction contemplated by this Agreement substantially in accordance with the script previously provided to the Securityholders’ Representative, and including a question and answer session. Acquiror will furnish the Securityholders’ Representative with a draft of the initial required public disclosures of this Agreement and the transactions contemplated hereby in advance of their release and to provide the Securityholders’ Representative the opportunity to review and comment on those disclosures. Acquiror will furnish the Securityholders’ Representative with a draft of, and afford the Securityholders’ Representative a reasonable opportunity to review and comment on, any subsequent required public disclosures if the information included therein is materially different from the information included in the initial require public disclosures. Acquiror will reasonably cooperate with Securityholders’ Representative in seeking a confidential treatment order from the Securities and Exchange Commission as the Securityholders’ Representative may reasonably request. (c) Whether or not the transactions contemplated hereby are consummated, the Parties shall keep, and shall cause each of their respective Affiliates, advisors, agents and representatives to keep, confidential all information and materials regarding any other Party. If the transactions contemplated hereby are not consummated, Acquiror and each of its Affiliates, advisors, representatives and agents shall maintain the confidentiality of all non-public public, proprietary information about a party hereto to obtained during its due diligence review of the Company and destroy all documents received from the Company and all copies thereof containing any other Person such information. Each Company Securityholder shall not, and shall not permit its Affiliates, trustees, advisors, representatives and agents to, disclose the terms and provisions of this Agreement without the prior written consent of Acquiror. If the party hereto about which such non-public transactions contemplated by this Agreement are consummated, the Company Securityholders shall treat and hold as confidential any information relates. Notwithstanding anything concerning the business or the affairs of the Company and the Company’s Subsidiaries that is not already generally available to the contrary public (the “Confidential Information”) and refrain from using any of the Confidential Information except in connection with this Agreement, and deliver promptly to Acquiror or destroy, at the foregoingrequest of Acquiror, a party hereto shall be permitted to disclose any all tangible embodiments (and all terms to copies) of the Confidential Information which are in its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity possession or administrative agency under its control; provided that the Company Securityholders may disclose the Confidential Information to the extent necessary to complete any Tax Returns or advisable as required by law. Each Company Securityholder is hereby notified that under the Defend Trade Secrets Act: (i) no individual will be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret (as defined in compliance with Applicable Law the Economic Espionage Act) that is: (A) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the rules purpose of Nasdaq. The Securityholders’ Agent hereby agrees to be bound reporting or investigating a suspected violation of law; or (B) made in a complaint or other document filed in a lawsuit or other Proceeding, if such filing is made under seal so that it is not made public; and (ii) an individual who pursues a lawsuit for retaliation by the terms and conditions an employer for reporting a suspected violation of the Confidentiality Agreement law may disclose the trade secret to the same extent as though attorney of the Securityholders’ Agent were a party thereto. With respect to individual and use the Securityholders’ Agent, as used trade secret information in the Confidentiality Agreementcourt Proceeding, if the term “Confidential Information” shall also include information relating to individual files any document containing the Merger or this Agreement received by trade secret under seal, and does not disclose the Securityholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not issue any press release or other public communications relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with Acquirer’s relationship with the Company in any media interviewtrade secret, 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 permitted by this Agreement. 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 Acquirer may determine is reasonably appropriatecourt order.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of February 18, 2016 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that that, it and its Representatives representatives shall hold the terms the of this Agreement, and the fact of this Agreement’s existence, Merger in strict confidence. At no time shall any party hereto disclose any of the terms of this Agreement the Merger (including including, but not limited to, the economic terms) or any non-public information about a party hereto (collectively, the “Confidential Information”) to any other Person party 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 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 applicable Legal Requirement and the rules of Nasdaqthe Nasdaq Global Select Market. The SecurityholdersStockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the SecurityholdersStockholders’ Agent were a party thereto. With respect to the SecurityholdersStockholders’ Agent, as used in the Confidentiality Agreement, Agreement the term “Confidential Information” Information shall also include information relating to the Merger or this Agreement received by the SecurityholdersStockholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not issue any press release or other public communications relating to the terms of this Agreement or the Transactions transactions contemplated hereby or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with 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 the prior written approval of Acquirer, unless required by Applicable Law 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 or otherwise to comply with the terms of this Agreement. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Acquirer and the Company shall mutually agree on the content of the press release or other public communication announcing the Merger and thereafter Acquirer may make such other public communications regarding this Agreement or the Transactions transactions contemplated hereby as Acquirer may determine is reasonably appropriate. Notwithstanding anything to the contrary herein, nothing herein shall prevent either party (including the Stockholders’ Agent on behalf of the Converting Holders) from making disclosure regarding this Agreement solely to the extent required to enforce such party’s rights under this Agreement.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer Parent and the Company have previously executed a mutual non-disclosure agreementMutual Nondisclosure Agreement, dated as of February 18December 5, 2016 2013 (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 terms of this Purchaser hereby agrees to be bound by such Confidentiality Agreement (including the economic terms) or any non-public information about as if a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything thereto to the contrary in the foregoing, a party hereto shall be permitted same extent to disclose any which it applies to 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 Nasdaqbinding upon Parent. The Securityholders’ Agent Company Shareholder hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Securityholders’ Agent were Company Shareholder was a party thereto. With respect to the Securityholders’ AgentCompany Shareholder, as used in the Confidentiality Agreement, Agreement the term “Confidential Information” shall also include information relating to the Merger Share Purchase or this Agreement received by the Securityholders’ Agent Company Shareholder after the Closing or relating to the period after the Closing. (b) The Neither Parent, Purchaser nor the Company shall, and each of the Parent, Purchaser and the Company shall cause each of their respective representatives not to, directly or indirectly, issue any press release or other public communications statement relating to the terms of this Agreement or the Transactions transactions contemplated hereby or use Acquirereach of Parent’s, Purchaser’s or Company’s name or refer to Acquirer Parent, Purchaser or the Company directly or indirectly in connection with Acquirer’s relationship with the Company transaction contemplated hereby 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 AcquirerParent or the Company, as the case maybe, unless required by Applicable Law law or stock exchange regulations (in which event a satisfactory opinion of counsel the disclosing or announcing party shall, to that effect shall be first delivered the extent feasible, give Parent or the Company, as the case may be, the opportunity to Acquirer comment on such disclosure prior to any the making of 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 after the Closing, Parent and Purchaser may issue such press releases or make such other public communications statements regarding this Agreement or the Transactions transactions contemplated hereby as Acquirer may determine Parent or Purchaser may, in their sole discretion, determine; provided, however, that in the event of any such press releases or other public statement, in Parent’s good faith judgment, is reasonably appropriatelikely to include material nonpublic information regarding the Company Product or the Contingent Payments, then Parent shall use commercially reasonable efforts to advise the Company Shareholder in writing of its intention to make such press releases or other public statement (subject, if requested by Parent, the Company Shareholder’s agreement to maintain the confidentiality of such information until such press releases or other public statement is made). (c) For purposes of securities Law compliance, Parent, Purchaser and the Company Shareholder reserve the right, without the Company’s or Parent’s or Purchaser’s, as the case may be, prior consent, to make any public disclosure it believes in good faith is required by applicable securities laws or securities listing standards, in which case the Parent, Purchaser and the Company Shareholder, as the case may be, agrees to (i) advise Parent or the Company Shareholder, as the case may be, of its intention to make such disclosure and (ii) give Parent or the Company Shareholder, as the case may be, and their respective advisors the opportunity to comment on such disclosure prior to the making of such disclosure.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer This Agreement, the terms hereof and the Company have previously executed a mutual non-disclosure agreementrelationship of the parties shall be governed by the Confidentiality and Nondisclosure Agreement, dated as of February 18August 22, 2016 (1996, between 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, Purchaser and the fact of this Agreement’s existence, in strict confidenceCompany. At no time shall any party hereto disclose any The terms and existence of the terms of transactions contemplated by this Agreement (including and the economic terms) or any non-public information about a party hereto to 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 Cooperation Agreement shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each deemed confidential information 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 Securityholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Securityholders’ Agent were a party thereto. With respect to the Securityholders’ 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 Securityholders’ Agent after the Closing or relating to the period after the Closingboth parties. (b) The Company shall not issue any press release or other public communications relating to use the terms of this Agreement or the Transactions or use Acquirer’s Purchaser's name or refer to Acquirer the Purchaser directly or indirectly in connection with Acquirer’s the Purchaser's relationship with the Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print mediaother manner, whether unless otherwise required by law or not in response to an inquiry, without with the Purchaser's prior written approval consent, which consent will generally not be granted. The parties acknowledge that the Company may be required to disclose 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, the provisions of Acquirer, unless required by Applicable Law (in which event a satisfactory opinion of counsel to that effect this Section 7.13 shall be first delivered to Acquirer prior apply to any such disclosure) disclosure and except as reasonably necessary for the Company shall provide Intel a reasonably adequate opportunity to obtain the Company Stockholder Approval review and the Requisite Stockholder Approval comment on such disclosure and the shall not make any such disclosure without Intel's prior written consent. The parties agree that at no time will there be any press release or other consents and approvals of the Company Stockholders and other third parties contemplated public statement issued by this Agreement. Notwithstanding anything either party relating to the contrary contained herein or in the Confidentiality Agreement, Acquirer may make such public communications regarding this Agreement or the Transactions transactions contemplated hereby unless agreed to in advance by both parties in writing. The parties have executed this Agreement to be effective as Acquirer may determine is reasonably appropriate.of the 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 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) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144. WARRANT TO PURCHASE 1,000,000 SHARES OF COMMON STOCK OF MSH ENTERTAINMENT CORPORATION (Subject to Adjustment)

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreement, Mutual Confidentiality Agreement dated as of February 18April 24, 2016 2016, as amended (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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of Nasdaq. The Securityholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Securityholders’ Agent were a party thereto. With respect to the Securityholders’ 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 Securityholders’ Agent after the Closing or relating to the period after the Closing. (b) The initial press release to be issued with respect to the Transactions shall be a joint press release in the form heretofore agreed to by Acquirer and the Company. After the initial press release, Acquirer and the Company shall not issue reasonably consult with each other prior to issuing any press release or other public communications relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with Acquirer’s relationship with the Company in any media interviewTransactions, advertisement, news release, press except that no such consultation shall be required if such 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 communication (i) is required by Applicable Law Law, court process or by obligations pursuant to any listing agreement with any securities exchange (in which event a satisfactory opinion of counsel to provided that effect shall be first delivered to Acquirer prior to making any required public communications, the disclosing party will deliver a draft of such disclosureannouncement to the other party and shall give such other party a reasonable opportunity to comment thereon) or (ii) consists solely of information previously disclosed in previous press releases or public communications made jointly by Acquirer and except as reasonably necessary for the Company to obtain or otherwise with the Company Stockholder Approval and consent of Acquirer or the Requisite Stockholder Approval and the other consents and approvals of the Company Stockholders and other third parties contemplated by this AgreementCompany, as applicable. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, (x) Acquirer may make disclosure regarding this Agreement and the Transactions in connection with the Debt Financing and (y) Acquirer and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements consist solely of information previously disclosed in all material respects in previous press releases, public communications disclosures or public statements made jointly by Acquirer and the Company and do not reveal any material, non-public information regarding the other parties hereto, this Agreement or the Transactions as Transactions. The parties hereto acknowledge and agree that Acquirer may determine is reasonably appropriatewill file this Agreement, in the form executed by the Company and Acquirer, including a summary thereof, with the SEC.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer Parent and the Company have previously executed a mutual non-disclosure agreement, dated as of February 1815, 2016 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 confidenceconfidence until the Transactions are publicly announced by Parent. At no time shall any party hereto disclose any of the non-public terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of Nasdaq. The SecurityholdersStockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the SecurityholdersStockholders’ Agent were a party thereto. With respect to the SecurityholdersStockholders’ Agent, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger Mergers or this Agreement received by the SecurityholdersStockholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not issue any press release or other public communications relating to the terms of this Agreement or the Transactions or use AcquirerParent’s name or refer to Acquirer Parent directly or indirectly in connection with AcquirerParent’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 AcquirerParent, unless required by Applicable Law (in which event a satisfactory opinion of consultation with outside counsel to that effect shall be first delivered and written notice to Acquirer shall first occur 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 Parent may make such other public communications regarding this Agreement or the Transactions as Acquirer Parent may determine is reasonably appropriate.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of February 18March 2, 2016 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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of Nasdaq. The SecurityholdersStockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the SecurityholdersStockholders’ Agent were a party thereto; provided that the Stockholders’ Agent shall be permitted to disclose Confidential Information to the Advisory Group in its capacity as such. With respect to the SecurityholdersStockholders’ 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 SecurityholdersStockholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not, and the Company shall cause each Subsidiary and each of its and their respective Representative not to, directly or indirectly, issue any press release or other public communications statement relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with 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 the prior written approval of Acquirer, 57 unless required by Applicable Law law (in which event a satisfactory opinion of counsel the Company shall provide Acquirer advance notice to that effect shall be first delivered to Acquirer prior to any such disclosurethe extent practicable unless otherwise prohibited by Applicable Law) and or 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 issue such press releases or make such other public communications statements regarding this Agreement or the Transactions as Acquirer may determine is reasonably appropriatemay, in its reasonable discretion, determine.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer Parent and the Company have previously executed a mutual non-disclosure agreementagreement dated November 16, dated as of February 18, 2016 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 that, it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, 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 hereto Party disclose any of the terms of this Agreement the Merger (including including, but not limited to, the economic terms) or any non-public information about a party hereto (collectively, the “Confidential Information”) to any other Person without the prior written consent of the party hereto about which such non-public information relatesother Party. Notwithstanding anything to the contrary in the foregoing, a party hereto (i) each Party shall be permitted to disclose any and all terms Confidential Information to its financial, tax tax, and legal advisors (each of whom is subject to a bound by substantially similar obligation obligations of confidentiality), and to any Governmental Entity or administrative agency otherwise to the extent necessary or advisable in compliance with Applicable Law applicable Legal Requirements (including stock exchange rules or in any prospectus), and (ii) Acquirer and Acquirer Parent shall be entitled to disclose Confidential Information to the rules of Nasdaq. The Securityholders’ Agent hereby agrees SPAC, the SPAC’s material stockholders and Representatives, Persons intending to be bound by invest in the terms and conditions Acquirer Parent in connection with the Business Combination Transaction, financing providers of the Confidentiality Agreement to Acquirer, Acquirer Parent and any of their Affiliates and potential financing providers of the same extent as though the Securityholders’ Agent were a party theretoAcquirer, Acquirer Parent and any of their Affiliates. With respect to the Securityholders’ Agent, as used in the Confidentiality Agreement, the term “Confidential Information” confidentiality provisions of this section shall also include apply to information relating to the Company or any of its Subsidiaries, the Merger or this Agreement or the other Transaction 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) The Company shall not issue any press release or other public communications statement relating to the terms of this Agreement Agreement, the other Transaction Documents or the Transactions transactions contemplated hereby or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with Acquirer’s relationship with the Company thereby, in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of the Acquirer, unless . (c) The Company may make filings as may be required by Applicable Law securities Laws applicable to the Company, 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. (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer prior to any such disclosured) 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 Each of the Company Stockholders and other third parties contemplated the Securityholders’ Agent acknowledges that as a result of the Business Combination Transaction, the Acquirer Parent Common Shares will be publicly traded. Accordingly (i) any non-public information obtained by this Agreement. Notwithstanding anything such party hereto regarding Acquirer, Acquirer Parent and their respective Affiliates could be considered to be material non-public information within the contrary contained herein meaning of applicable securities Laws, and therefore, acknowledges and agrees not to engage in any transactions in the Acquirer Parent Common Shares or in the Confidentiality Agreementshares 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, Acquirer may make such public communications regarding the terms of this Agreement or the Transactions Transaction, such disclosure not to be deemed a breach of this Agreement. (e) Other than as Acquirer may determine is reasonably appropriateexpressly stated in this Section ‎‎‎5.2, this section shall survive the consummation, termination or expiration of this Agreement, the Merger and the transactions contemplated hereby.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of February 18March 24, 2016 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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of Nasdaq. The Securityholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Securityholders’ Agent were a party thereto. With respect to the SecurityholdersStockholders’ Agent, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include keep confidential information relating to the Company, Acquirer, the Merger or this Agreement received by the SecurityholdersStockholders’ Agent. Notwithstanding anything herein to the contrary, following Closing, the Stockholders’ Agent after shall be permitted to disclose information as required by law or to advisors and representatives of the Closing or relating Stockholders’ Agent and to the period after the ClosingCompany Stockholders, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto. (b) The Company shall not, and the Company shall cause each of its Representatives not to, directly or indirectly, issue any press release or other public communications statement relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with 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 the prior written approval of Acquirer, unless required by Applicable Law 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 issue such press releases or make such other public communications statements regarding this Agreement or the Transactions as Acquirer may determine is reasonably appropriatemay, in its reasonable discretion, determine; provided, however, that Acquirer shall provide to the Company a reasonable opportunity to review and comment on any press release issued in connection with the execution and delivery of this Agreement or the Merger.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of February 18, 2016 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that that, it and its Representatives representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, Mergers in strict confidence. At no time shall any party hereto disclose any of the terms of this Agreement the Mergers (including including, but not limited to, the economic terms) or any non-public information about a party hereto (collectively, the “Confidential Information”) to any other Person party without the prior written consent of the party hereto about which such non-public information relates. The Stockholders’ Agent acknowledges and agrees that that certain Nondisclosure Agreement, dated as of July 15, 2014, by and between the Stockholders’ Agent and Company, is intended to cover all information related to this Agreement and the Mergers, will survive the Closing, and will be enforceable by Acquiror and the Surviving Entity. Notwithstanding anything to the contrary in the foregoing, (i) a party hereto shall be permitted to disclose any and all terms to its financial, tax 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 applicable Legal Requirements and the rules of Nasdaq. The Securityholdersthe Nasdaq Stock Market and (ii) the Stockholders’ Agent hereby agrees shall be permitted to be bound by the terms and conditions of the Confidentiality Agreement disclose such information to the same extent as though the Securityholders’ Agent were a party thereto. With respect to the Securityholders’ Agent, as used Company Stockholders and Parent Members in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger or this Agreement received by the Securityholders’ Agent after the Closing or relating to the period after the Closingconnection with performing its duties hereunder. (b) The Neither Parent nor Company shall not issue any press release or other public communications relating to the terms of this Agreement or the Transactions transactions contemplated hereby or use AcquirerAcquiror’s name or refer to Acquirer Acquiror directly or indirectly in connection with AcquirerAcquiror’s relationship with the Parent or 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 AcquirerAcquiror, unless required by Applicable Law law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer Acquiror prior to any such disclosure) and except as reasonably necessary for the Parent or 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 or otherwise to comply with the terms of this Agreement. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Acquirer Acquiror shall provide Parent with a copy of any proposed press release or other public communication announcing the Mergers, enabling Parent and its counsel a reasonable time to review and comment on such communication prior to its public release, and thereafter Acquiror may make such other public communications regarding this Agreement or the Transactions transactions contemplated hereby as Acquirer Acquiror may determine is reasonably appropriate. Notwithstanding anything in this Agreement to the contrary, following Closing and the public announcement of the Mergers, the Stockholders’ Agent shall be permitted to publicly announce that it has been engaged to serve as the Stockholders’ Agent in connection with the Mergers as long as such announcement does not disclose any of the other terms of the Mergers or the other transactions contemplated herein.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer Acquiror and the Company have previously executed a mutual non-disclosure agreement, dated as of February 18, 2016 (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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of Nasdaq. The SecurityholdersEffective Time Holders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the SecurityholdersEffective Time Holders’ Agent were a party thereto. With respect to the SecurityholdersEffective Time Holders’ 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 SecurityholdersEffective Time Holders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not, and the Company shall cause each Subsidiary and each Company Representative not to, directly or indirectly, issue any press release or other public communications statement relating to the terms of this Agreement or the Transactions transactions contemplated hereby or use AcquirerAcquiror’s name or refer to Acquirer Acquiror directly or indirectly in connection with Acquirer’s relationship with the Company transactions contemplated herein 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 AcquirerAcquiror, unless required by Applicable Law applicable Legal Requirements (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer Acquiror 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 AgreementAgreement to the contrary, Acquirer Acquiror may issue press releases or make such other public communications statements regarding this Agreement or the Transactions transactions contemplated hereby as Acquirer Acquiror may, in its reasonable discretion, determine, including as may determine is reasonably appropriatebe required by applicable Legal Requirements, the SEC or NASDAQ. For the avoidance of doubt, any information disclosed by Acquiror pursuant to the preceding sentence shall no longer be deemed confidential under the Confidentiality Agreement.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer Acquiror and the Company have previously executed a mutual non-disclosure agreementConfidential Memorandum of Understanding dated July 27, dated as 2020 containing a binding obligation of February 18, 2016 confidentiality (the “Confidentiality Agreement”), ) which shall continue in full force and effect in accordance with its terms. Each party hereto agrees . (b) Except as required by Legal Requirements or stock market regulation, the Parties agree that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, no press release or other public announcement (including in strict confidence. At no time shall any party hereto disclose any of the terms trade journal or other publication) of this Agreement or the transactions contemplated hereby shall be made by or on behalf of a Party (including the economic terms) or any of its Affiliates) without the advance written approval thereof by Acquiror and the Securityholders’ Representative (which, after the Closing, shall not be unreasonably withheld, conditioned or delayed); provided, however, that Acquiror and the Securityholders’ Representative have approved a press release to be issued by Acquiror in the form attached hereto as Exhibit K (the “Press Release”) and have acknowledged that Acquiror may conduct a conference call regarding the transaction contemplated by this Agreement substantially in accordance with the script previously provided to the Securityholders’ Representative, and including a question and answer session. Acquiror will furnish the Securityholders’ Representative with a draft of the initial required public disclosures of this Agreement and the transactions contemplated hereby in advance of their release and to provide the Securityholders’ Representative the opportunity to review and comment on those disclosures. Acquiror will furnish the Securityholders’ Representative with a draft of, and afford the Securityholders’ Representative a reasonable opportunity to review and comment on, any subsequent required public disclosures if the information included therein is materially different from the information included in the initial require public disclosures. Acquiror will reasonably cooperate with Securityholders’ Representative in seeking a confidential treatment order from the Securities and Exchange Commission as the Securityholders’ Representative may reasonably request. (c) Whether or not the transactions contemplated hereby are consummated, the Parties shall keep, and shall cause each of their respective Affiliates, advisors, agents and representatives to keep, confidential all information and materials regarding any other Party. If the transactions contemplated hereby are not consummated, Acquiror and each of its Affiliates, advisors, representatives and agents shall maintain the confidentiality of all non-public public, proprietary information about a party hereto to obtained during its due diligence review of the Company and destroy all documents received from the Company and all copies thereof containing any other Person such information. Each Company Securityholder shall not, and shall not permit its Affiliates, trustees, advisors, representatives and agents to, disclose the terms and provisions of this Agreement without the prior written consent of Acquiror. If the party hereto about which such non-public transactions contemplated by this Agreement are consummated, the Company Securityholders shall treat and hold as confidential any information relates. Notwithstanding anything concerning the business or the affairs of the Company that is not already generally available to the contrary public (the “Confidential Information”) and refrain from using any of the Confidential Information except in connection with this Agreement, and deliver promptly to Acquiror or destroy, at the foregoingrequest of Acquiror, a party hereto shall be permitted to disclose any all tangible embodiments (and all terms to copies) of the Confidential Information which are in its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity possession or administrative agency under its control; provided that the Company Securityholders may disclose the Confidential Information to the extent necessary to complete any Tax Returns or advisable as required by law. Each Company Securityholder is hereby notified that under the Defend Trade Secrets Act: (i) no individual will be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret (as defined in compliance with Applicable Law the Economic Espionage Act) that is: (A) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the rules purpose of Nasdaq. The Securityholders’ Agent hereby agrees to be bound reporting or investigating a suspected violation of law; or (B) made in a complaint or other document filed in a lawsuit or other Proceeding, if such filing is made under seal so that it is not made public; and (ii) an individual who pursues a lawsuit for retaliation by the terms and conditions an employer for reporting a suspected violation of the Confidentiality Agreement law may disclose the trade secret to the same extent as though attorney of the Securityholders’ Agent were a party thereto. With respect to individual and use the Securityholders’ Agent, as used trade secret information in the Confidentiality Agreementcourt Proceeding, if the term “Confidential Information” shall also include information relating to individual files any document containing the Merger or this Agreement received by trade secret under seal, and does not disclose the Securityholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not issue any press release or other public communications relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with Acquirer’s relationship with the Company in any media interviewtrade secret, 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 permitted by this Agreement. 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 Acquirer may determine is reasonably appropriatecourt order.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual nonthat certain Mutual Non-disclosure agreementDisclosure Agreement, dated as of February 18November 20, 2016 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, Agreement in strict confidence. At no time shall any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of NasdaqLaw. The SecurityholdersStockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the SecurityholdersStockholders’ Agent were a party thereto. With respect to the SecurityholdersStockholders’ 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 SecurityholdersStockholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company No party hereto shall not issue any press release or other public communications relating to the terms of this Agreement or the Transactions or use Acquirerany other party’s name or refer to Acquirer any other party directly or indirectly in connection with 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 the prior written approval of Acquirerthe other party, unless required by Applicable Law or the requirements of the Securities Act, the Exchange Act, and/or the rules and regulations of the SEC promulgated thereunder (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer Acquirer, with respect to any disclosure by the Company (prior to the Closing) and/or the Stockholders’ Agent, from and after the execution of this Agreement, prior to any such disclosure) and except as reasonably necessary for the Company to obtain the Company Stockholder Approval approval of this Agreement and the Requisite Stockholder Approval and the other consents and approvals of transactions contemplated hereby by the Company Stockholders and other third parties consents contemplated by this Agreement. 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 Acquirer may determine is reasonably appropriateas required by Applicable Law or the requirements of the Securities Act, the Exchange Act, and/or the rules and regulations of the SEC promulgated thereunder.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer Acquiror and the Company have previously executed a mutual non-disclosure agreementnondisclosure agreement dated December 13, dated as of February 18, 2016 2010 (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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of Nasdaq. The SecurityholdersStockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the SecurityholdersStockholders’ Agent were a party thereto. With respect to the SecurityholdersStockholders’ Agent, as used in the Confidentiality Agreement, Agreement the term “Confidential Information” shall also include information relating to the Merger or this Agreement received by the SecurityholdersStockholders’ Agent after the Closing or relating to the period after the Closing; provided, further, that the Stockholders’ Agent may (i) use Confidential Information in connection with its duties as Stockholders’ Agent hereunder and under the Escrow Agreement, (ii) disclose Confidential Information to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with performing its duties as the Stockholders’ Agent provided that the Stockholders’ Agent informs the Person receiving Confidential Information that such Confidential Information is confidential and such Person agrees to maintain the confidentiality of such Confidential Information, and (iii) disclose Confidential Information to Effective Time Holders to the extent reasonably necessary to communicate the resolution of claims made pursuant to Article VIII hereof that result in reductions in Escrow Shares from the Escrow Fund or set off against the Top-Up Payments. (b) The Company shall not, and the Company shall cause each Company Representative not to, directly or indirectly, issue any press release or other public communications statement relating to the terms of this Agreement or the Transactions transactions contemplated hereby or use AcquirerAcquiror’s name or refer to Acquirer Acquiror directly or indirectly in connection with AcquirerAcquiror’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 AcquirerAcquiror, 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) law 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; provided, however, that following the initial press release regarding this Agreement issued by Acquiror, the foregoing restrictions shall not apply to public statements that repeat information contained in such press release (and do not disclose additional Confidential Information). Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Acquirer Acquiror may issue such press releases or make such other public communications statements regarding this Agreement or the Transactions transactions contemplated hereby as Acquirer may determine is reasonably appropriateAcquiror may, in its reasonable discretion, determine; provided, however, that until the Effective Time, any such press releases regarding this Agreement or the transactions contemplated by this Agreement (other than as required by applicable Legal Requirements) shall require the consent of, or coordination with, the Company.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of February 18July 7, 2016 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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of NasdaqNYSE. The SecurityholdersStockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the SecurityholdersStockholders’ Agent were a party thereto. With respect to the SecurityholdersStockholders’ 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 SecurityholdersStockholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not issue any press release or other public communications relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with 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 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 communications regarding this Agreement or 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 non-disclosure agreementConfidentiality and Standstill Agreement with respect to a Potential Business Combination, dated effective as of February 18August 23, 2016 2013 (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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of Nasdaq. The SecurityholdersMerger Consideration Recipients’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the SecurityholdersMerger Consideration Recipients’ Agent were a party thereto. With respect ; provided that the Merger Consideration Recipients’ Agent shall not be required to return or destroy any confidential information prior to such time as the SecurityholdersMerger Consideration Recipients’ 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 Securityholders’ Agent after the Closing or relating to the period after the Closing’s responsibilities hereunder are complete. (b) The Company shall not, and the Company shall cause each Subsidiary and each Merger Consideration Recipients’ Agent not to, directly or indirectly, issue any press release or other public communications statement relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with 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, transactions contemplated hereby without the prior written approval of Acquirer, unless required by Applicable Law 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, (i) Acquirer and the Company shall mutually agree on the content of the joint press release announcing the Mergers and thereafter Acquirer may make such other public communications statements regarding this Agreement or the Transactions transactions contemplated hereby as Acquirer may determine is reasonably appropriateappropriate and (ii) following the Agreement Date the Company and its representatives may discuss this Agreement and the transactions contemplated hereby with Company Securityholders and other parties in connection with seeking the consents and approvals contemplated herein. (c) Notwithstanding anything in this Agreement or the Confidentiality Agreement to the contrary, following the Closing, the Merger Consideration Recipients’ Agent shall be permitted to: (i) after the public announcement of the Mergers, publicly announce that it has been engaged to serve as the Merger Consideration Recipients’ Agent in connection with the Mergers as long as such announcement does not disclose any of the other terms of the Mergers or the other transactions contemplated herein; and (ii) disclose information as required by law or to employees, advisors or consultants of the Merger Consideration Recipients’ Agent and to the Effective Time Holders, in each case who have a need to know such information, provided that such persons either (A) agree to observe the terms of this Section 5.3 or (B) are bound by obligations of confidentiality to the Merger Consideration Recipients’ Agent of at least as high a standard as those imposed on the Merger Consideration Recipients’ Agent under this Section 5.3.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreementNondisclosure Agreement dated October 5, 2016, as amended by Amendment No. 1 dated March 20, 2017 and Amendment No. 2 dated September 15, 2018 (as of February 18amended, 2016 (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 terms of this Agreement (including the economic terms) or any non-public information about a party hereto to 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 and the rules of Nasdaq. The Securityholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Securityholders’ Agent were a party thereto. With respect to the Securityholders’ 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 Securityholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not, and the Company shall direct each Company Representative not to, directly or indirectly, issue any press release or other public communications statement relating to the terms of this Agreement or the Transactions transactions contemplated by this Agreement or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with 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 the prior written approval of Acquirer, unless and only to the extent (i) required by Applicable Law law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer prior to any such disclosure), (ii) 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, (iii) as reasonably necessary to enforce such party’s rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with this Agreement, (iv) such information is or becomes generally known to the public without violation of this Agreement, the Confidentiality Agreement or any other agreement or obligations restricting the disclosure of such information by such party and (v) made by a Company Stockholder that is a venture capital or private equity fund in communications to its investors as may be (A) legally or contractually required or (B) reasonably necessary in the good faith exercise of the fiduciary duties of the general part of such Company Stockholder. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Acquirer may issue such press releases or make such other public communications statements regarding this Agreement or the Transactions transactions contemplated by this Agreement as Acquirer may determine is reasonably appropriatemay, in its reasonable discretion, determine.