Common use of Confidentiality; Public Disclosure Clause in Contracts

Confidentiality; Public Disclosure. Prior to Closing and except as set forth below, Seller and Purchaser covenant and agree not to communicate the terms or any aspect of this Agreement and the transactions contemplated hereby to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, without the express written consent of the other party; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closing.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Acquirer and except as set forth belowthe Company have previously executed a non-disclosure agreement dated March 11, Seller 2011 (the “Confidentiality Agreement”) which shall continue in full force and Purchaser covenant effect in accordance with its terms. The Merger Sub, the Stockholders’ Agent and agree not to communicate the Representatives of the parties hereto, shall be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though they were a party thereto. With respect to the Stockholders’ Agent and the Representatives of the parties hereto, as used in the Confidentiality Agreement the term “Confidential Information” shall include information relating to the Merger or this Agreement received by the Stockholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not issue any aspect press release or other public statement relating to the terms of this Agreement and or the 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 law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer prior to any person such disclosure) and except as reasonably necessary for the Company to obtain the consents and approvals of Company Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything herein or entity and to hold, in the strictest confidenceConfidentiality Agreement, Acquirer and the Company shall mutually agree on the content of any the press release announcing the Merger and all information in respect of the Property which is supplied by Seller to Purchaser thereafter Acquirer may make such other public statements regarding this Agreement or by Purchaser to Seller, without the express written consent of the other party; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure Acquirer may determine is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closingappropriate.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Acquirer and except the Company have previously executed that certain Mutual Non-Disclosure Agreement, dated as set forth belowof May 22, Seller 2018, by and Purchaser covenant between Acquirer and agree not to communicate the Company (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 or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, howevera party hereto shall be permitted to disclose any and all terms to its financial, that either party maytax and legal advisors (each of whom is subject to a similar obligation of confidentiality), without consent, disclose and to any Governmental Entity or administrative agency to the terms hereof extent necessary or advisable in compliance with Applicable Law and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent rules of the other party, so long as Nasdaq. The Company shall not issue any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange press release or other public exchange 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 sale Company to obtain the Company Stockholder Approval and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality consents and approvals of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the Company Stockholders and other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, third parties contemplated by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclosethis Agreement. The foregoing confidentiality obligations shall not apply Notwithstanding anything to the extent that any contrary contained herein or in the Confidentiality Agreement, Acquirer may make such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under communications regarding this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closingor the Transactions as Acquirer may determine is reasonably appropriate.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Acquirer and except the Company have previously executed a Mutual Confidentiality and Non-Disclosure Agreement, dated as set forth belowof November 15, Seller 2016 (the “Confidentiality Agreement”), which shall continue in full force and Purchaser covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, however, that either a party may, without consent, hereto shall be permitted to disclose the any and all terms hereof and the transactions contemplated hereby (a) to its respective advisorsfinancial, consultantstax and legal advisors (each of whom is subject to a similar obligation of confidentiality), officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either Governmental Entity or administrative agency to the Securities and Exchange Commission, extent necessary or advisable in compliance with Applicable Law or the rules of the New York Stock Exchange (including, with respect to Acquirer, any filing with the Securities and Exchange Commission pursuant to U.S. securities laws). 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 Purchase Transaction 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 exchange 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 sale Company to obtain the requisite shareholder approval and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality consents and approvals of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the Shareholders and other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, third parties contemplated by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclosethis Agreement. The foregoing confidentiality obligations shall not apply Notwithstanding anything to the extent that any contrary contained herein or in the Confidentiality Agreement, Acquirer may make such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under communications regarding this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closingor the Transactions as Acquirer may determine is reasonably appropriate.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Acquirer and except the Company have previously executed a mutual non-disclosure agreement, dated as set forth belowof January 8, Seller 2019 (the “Confidentiality Agreement”), which shall continue in full force and Purchaser covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, howevera party hereto shall be permitted to disclose any and all terms to its financial, that either party maytax and legal advisors (each of whom is subject to a similar obligation of confidentiality), without consent, disclose and to any Governmental Entity or administrative agency to the terms hereof extent necessary or advisable in compliance with Applicable Law and the transactions contemplated hereby rules of Nasdaq (a) to its respective advisorsin each such case, consultantsincluding, officersfor the avoidance of doubt, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent filing of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential a Form 8-K in accordance connection with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange CommissionClosing, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, disclosing party shall notify the other party in writing of such required disclosure, shall exercise all use commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating 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 an appropriate order or the Company Stockholder Approval and the Requisite Stockholder Approval and the other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal consents and shall disclose only that portion approvals of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided Company Stockholders and other third parties contemplated by this Agreement, in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information each case after reasonable consultation with Acquirer with respect to the transactions contemplated under content of such communications. (c) Acquirer and the Company shall jointly agree and issue an initial press release announcing the Transactions. Other than the issuance of such initial press release, Acquirer 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 relating to the terms of this Agreement or the Transactions 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 or 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 be consult in form approved by both Purchaser and Sellergood faith with the Company regarding) such communication (including, and their respective counsel. This Section shall terminate at for the avoidance of doubt, the filing of a Form 8-K in connection with the Closing).

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Parent and except as set forth belowthe Company have previously executed a non-disclosure agreement, Seller dated February 15, 2014 (the “Confidentiality Agreement”), which shall continue in full force and Purchaser covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence until the Transactions are publicly announced by Parent. At no time shall any aspect party hereto disclose any of the non-public terms of this Agreement and the transactions contemplated hereby or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, howevera party hereto shall be permitted to disclose any and all terms to its financial, that either party maytax and legal advisors (each of whom is subject to a similar obligation of confidentiality), without consent, disclose 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 Stockholders’ Agent hereby agrees to be bound by the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent conditions of the other partyConfidentiality Agreement to the same extent as though the Stockholders’ Agent were a party thereto. With respect to the Stockholders’ Agent, so long as any such Transaction Parties to whom disclosure is made used in the Confidentiality Agreement, the term “Confidential Information” shall also agree include information relating to keep all such information confidential in accordance with the terms hereof and Mergers or this Agreement received by the Stockholders’ Agent after the Closing or relating to the period after the Closing. (b) if disclosure is required by law or by regulatory or judicial process or pursuant to The Company shall not issue any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange press release or other public exchange communications relating to the terms of this Agreement or the Transactions or use Parent’s name or refer to Parent directly or indirectly in connection with Parent’s relationship with the Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of Parent, unless required by Applicable Law (in which event consultation with outside counsel and written notice to Acquirer shall first occur prior to any such disclosure) and except as reasonably necessary for the sale Company to obtain the Company Stockholder Approval and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality consents and approvals of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the Company Stockholders and other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, third parties contemplated by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclosethis Agreement. The foregoing confidentiality obligations shall not apply Notwithstanding anything to the extent that any contrary contained herein or in the Confidentiality Agreement, Parent may make such information is a matter of other public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under communications regarding this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closingor the Transactions as Parent may determine is reasonably appropriate.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Acquirer and except the Company have previously executed a letter agreement regarding Confidential Information, dated as set forth belowof July 31, Seller 2023 (the “Confidentiality Agreement”), which shall continue in full force and Purchaser covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, however, that either a party may, without consent, hereto shall be permitted to disclose the any and all terms hereof and the transactions contemplated hereby (a) to its respective advisorsfinancial, consultantstax and legal advisors (each of whom is subject to a similar obligation of confidentiality), officersand to any Governmental Entity, directors, principals, investors, attorneys, accountants and lenders (stock exchange or administrative agency to the “Transaction Parties”) without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential extent necessary or advisable in accordance compliance with the terms hereof and Applicable Law or stock exchange requirement. (b) if disclosure is required by law Each of the Company and the Company Stockholders shall not, and shall cause each of their Representatives not to, directly or by regulatory or judicial process or pursuant to indirectly, issue any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange press release or other public exchange for statement relating to the sale and purchase terms of securitiesthis 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, provided that advertisement, news release, press release or professional or trade publication, or in such event Seller any print media, whether or Purchaser, as applicable, shall notify the other party not in writing of such required disclosure, shall exercise all commercially reasonable efforts response to preserve the confidentiality of the confidential documents or information, as the case may be, includingan inquiry, without limitationthe prior written approval of Acquirer. Notwithstanding anything to the contrary herein, reasonably cooperating with the other a party hereto shall be permitted to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or informationdisclose any and all terms to its financial, as the case may be, by such tribunal tax and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply legal advisors (to the extent that each of whom is subject to a similar obligation of confidentiality), and to any such information is a matter of public record Governmental Entity or is provided in other sources readily available administrative agency to the real estate industry other than as extent necessary or advisable in compliance with Applicable Law and any Legal Proceeding before a result Governmental Entity in connection with the enforcement of disclosure by Seller any right or Purchaser, as applicable. Prior remedy related to Closing, any release this Agreement to the public of information with respect extent such Governmental Entity legally requires such disclosure. Notwithstanding anything to the transactions contemplated under contrary herein or in the Confidentiality Agreement, Acquirer may issue such press releases or make such other public statements regarding this Agreement shall or the Transactions as Acquirer may, in its reasonable discretion, determine, including as may be in form approved required by both Purchaser and Seller, and their respective counsel. This Section shall terminate at ClosingApplicable Law.

Confidentiality; Public Disclosure. Prior (a) The parties hereto acknowledge that Buyer and the Company have previously executed that certain mutual confidentiality agreement dated August 23, 2024, by and between the Company and Buyer (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party to Closing this Agreement shall not at any time, and except as set forth belowshall cause their respective Representatives not to, Seller and Purchaser covenant and agree not to communicate disclose any of the terms or any aspect of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto. Notwithstanding anything to the contrary in the foregoing, however, that either a party may, without consent, hereto shall be permitted to disclose the any and all terms hereof and the transactions contemplated hereby (ai) to its respective advisorsfinancial, consultantstax and legal advisors (each of whom is subject to a similar obligation of confidentiality), officers, directors, principals, investors, attorneys, accountants and lenders (ii) to any Governmental Entity or administrative agency to the “Transaction Parties”) without extent necessary or advisable in compliance with applicable Law and the express written consent rules of the other party, so long as any primary exchange on which such Transaction Parties party is then listed. Each Seller hereby agrees to whom disclosure is made shall also agree to keep all such information confidential in accordance with be bound by the terms hereof and conditions of the Confidentiality Agreement to the same extent as though it were a party thereto. (b) if disclosure is required by law or by regulatory or judicial process or pursuant to The Sellers shall not, and each of the Sellers shall cause their respective Representatives not to, issue any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange press release or other public exchange for communications relating to the sale terms of this Agreement or the Transactions or use Buyer’s name or refer to Buyer directly or indirectly in connection with Buyer’s relationship with the Sellers 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 Buyer, unless required by applicable Law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Buyer prior to any such disclosure). Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Buyer may be permitted to make such public communications regarding this Agreement or the Transactions as Buyer may determine is reasonable and purchase appropriate to comply with applicable Laws or the requirements of securities, any national securities exchange; provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under this Agreement shall be in form approved by both Purchaser initial press release announcing the Transactions, Buyer will provide Holdco the opportunity to review and Seller, and their respective counsel. This Section shall terminate at Closingcomment on any such press release.

Confidentiality; Public Disclosure. Prior to Closing (a) Each party hereto agrees that, it and except as set forth below, Seller and Purchaser covenant and agree not to communicate its representatives shall hold the terms of the Mergers in strict confidence. At no time shall any party disclose any of the terms of the Mergers (including, but not limited to, the economic terms) or any aspect non-public information about a party hereto (collectively, the “Confidential Information”) to any other party without the prior written consent of the party 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 transactions contemplated hereby Mergers, will survive the Closing, and will be enforceable by Acquiror and the Surviving Entity. Notwithstanding the foregoing, (i) a party hereto shall be permitted to any person or entity and to hold, in the strictest confidence, the content of disclose any and all information 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 respect compliance with applicable Legal Requirements and the rules of the Property which is supplied by Seller Nasdaq Stock Market and (ii) the Stockholders’ Agent shall be permitted to Purchaser disclose such information to the Company Stockholders and Parent Members in connection with performing its duties hereunder. (b) Neither Parent nor Company shall issue any press release or by Purchaser other public communications relating to Seller, without the express written consent of the other party; provided, however, that either party may, without consent, disclose the terms hereof and of this Agreement or the transactions contemplated hereby or use Acquiror’s name or refer to Acquiror directly or indirectly in connection with Acquiror’s relationship with 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 Acquiror, unless required by law (ain which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquiror prior to any such disclosure) and except as reasonably necessary for Parent or Company to obtain the consents and approvals of Company Stockholders and other third parties contemplated by this Agreement or otherwise to comply with the terms of this Agreement. Notwithstanding anything herein or in the Confidentiality Agreement, 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 respective advisorspublic release, consultantsand thereafter Acquiror may make such other public communications regarding this Agreement or the transactions contemplated hereby as Acquiror may determine is reasonably appropriate. Notwithstanding anything in this Agreement to the contrary, officersfollowing Closing and the public announcement of the Mergers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without Stockholders’ Agent shall be permitted to publicly announce that it has been engaged to serve as the express written consent Stockholders’ Agent in connection with the Mergers as long as such announcement does not disclose any of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with terms of the terms hereof and (b) if disclosure is required by law Mergers or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closingherein.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Purchaser and except the Company have previously executed a letter agreement regarding Company Confidential Information, dated as set forth belowof May 1, Seller 2024 (the “Confidentiality Agreement”), which shall continue in full force and Purchaser covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, however(i) a party hereto shall be permitted to disclose any and all terms to its financial, that either party maytax and legal advisors (each of whom is subject to a similar obligation of confidentiality), without consentand to any Governmental Entity, stock exchange or administrative agency to the extent necessary or advisable in compliance with Applicable Law or stock exchange requirement, (ii) this Section 6.1 shall not limit the ability of any Seller or any of their respective Affiliates to disclose the terms hereof and financial return profile of the transactions contemplated hereby (a) Transactions to its any of their respective advisors, consultants, officers, directors, principals, existing or potential investors, attorneysprovided that, accountants and lenders (in each case, such Seller informs the “Transaction Parties”) without Person receiving the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all information that such information is confidential in accordance and such Person is subject to an obligation of confidentiality at least as protective as that set forth herein and (iii) nothing herein shall prevent any party hereto from communicating with their respective employees who have a bona fide need to know with respect to this Agreement or the terms hereof and Transactions. (b) if disclosure is required by law The Sellers shall not, and shall cause their Representatives not to, directly or by regulatory or judicial process or pursuant to indirectly, issue any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange press release or other public exchange for statement relating to the sale and purchase terms of securitiesthis Agreement or the Transactions or use Purchaser’s name or refer to Purchaser directly or indirectly in connection with Purchaser’s relationship with the Company in any media interview, provided that advertisement, news release, press release or professional or trade publication, or in such event Seller any print media, whether or Purchaser, as applicable, shall notify the other party not in writing of such required disclosure, shall exercise all commercially reasonable efforts response to preserve the confidentiality of the confidential documents or information, as the case may be, includingan inquiry, without limitationthe prior written approval of Purchaser. Notwithstanding anything to the contrary herein, reasonably cooperating with the other a party hereto shall be permitted to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or informationdisclose any and all terms to its financial, as the case may be, by such tribunal tax and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply legal advisors (to the extent that each of whom is subject to a similar obligation of confidentiality), and to any such information is a matter of public record Governmental Entity or is provided in other sources readily available administrative agency to the real estate industry other than as extent necessary or advisable in compliance with Applicable Law and any Legal Proceeding before a result Governmental Entity in connection with the enforcement of disclosure by Seller any right or Purchaser, as applicable. Prior remedy related to Closing, any release this Agreement to the public of information with respect extent such Governmental Entity legally requires such disclosure. Notwithstanding anything to the transactions contemplated under contrary herein or in the Confidentiality Agreement, Purchaser may issue such press releases or make such other public statements regarding this Agreement shall or the Transactions as Purchaser may, in its reasonable discretion, determine, including as may be in form approved required by both Purchaser and Seller, and their respective counsel. This Section shall terminate at ClosingApplicable Law.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Purchaser and except as set forth belowthe Company have previously executed that certain Confidentiality Agreement dated August 16, Seller 2019, by and between the Company and Purchaser covenant (the “Confidentiality Agreement”), which shall continue in full force and agree not effect in accordance with its terms. The Shareholders’ Representative hereby agrees to communicate be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Shareholders’ Representative were a party thereto. With respect to the Shareholders’ Representative, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Acquisition or any aspect of this Agreement and received by the transactions contemplated hereby Shareholders’ Representative after the Closing or relating to any person or entity and to holdthe period after the Closing, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, without the express written consent of the other party; provided, however, that either party may, without consent, the Shareholders’ Representative shall be permitted to disclose Confidential Information to the terms hereof and the transactions contemplated hereby (a) to Advisory Group in its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent of the other party, so long capacity as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and such. (b) if disclosure is required by law or by regulatory or judicial process or pursuant The Company shall not, and the Company shall cause each of its Representatives not to issue any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange press release or other public exchange communications relating to the terms of this Agreement or the Transactions or use Purchaser’s name or refer to Purchaser directly or indirectly in connection with Purchaser’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 Purchaser, unless required by applicable Law, including in connection with the making of any filings required under the HSR Act and to respond to requests for information or documents made by a Governmental Entity in connection with its investigation of the Transactions described herein (after such party’s outside legal counsel determines such disclosure is required), except as reasonably necessary for the sale Company to obtain consents and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality approvals of the confidential documents Company Shareholders and other third parties contemplated by this Agreement, or information, except as the case may be, including, without limitation, reasonably cooperating consistent with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of previous public record disclosures by Purchaser relating to terms of this Agreement or is provided in other sources readily available the Transactions. Notwithstanding anything to the real estate industry other than contrary contained herein or in the Confidentiality Agreement, Purchaser may make such public communications regarding this Agreement or the Transactions as a result Purchaser may determine is reasonable and appropriate, subject, in the case of disclosure by Seller or Purchaser, as applicable. Prior such communications prior to Closing, any release other than in its filings required under the rules of the SEC, to prior consultation with the public of information with respect Company (prior to the transactions contemplated under this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closing).

Confidentiality; Public Disclosure. Prior (a) The parties hereto acknowledge that Acquirer and the Company have previously executed that certain Mutual Non-Disclosure Agreement, dated as of November 20, 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 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. The Stockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Stockholders’ Agent were a party thereto. With respect to the Stockholders’ Agent, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger or this Agreement received by the Stockholders’ Agent after the Closing or relating to the period after the Closing. (b) No party hereto shall issue any press release or other public communications relating to the terms of this Agreement or the Transactions or use any other party’s name or refer to 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 the 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, 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 set forth below, Seller and Purchaser covenant and agree not reasonably necessary for the Company to communicate obtain the terms or any aspect approval of this Agreement and the transactions contemplated hereby by the Company Stockholders and other third parties consents contemplated by this Agreement. Notwithstanding anything to any person the contrary contained herein or entity and to hold, in the strictest confidenceConfidentiality Agreement, Acquirer may make such public communications regarding this Agreement or the Transactions as Acquirer as required by Applicable Law or the requirements of the Securities Act, the content of any Exchange Act, and/or the rules and all information in respect regulations of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, without the express written consent of the other party; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations SEC promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closingthereunder.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Acquirer and except the Company have previously executed a mutual non-disclosure agreement, dated as set forth belowof February 18, Seller 2016 (the “Confidentiality Agreement”), which shall continue in full force and Purchaser covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, howevera party hereto shall be permitted to disclose any and all terms to its financial, that either party maytax and legal advisors (each of whom is subject to a similar obligation of confidentiality), without consent, disclose 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 hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent conditions of the other partyConfidentiality Agreement to the same extent as though the Securityholders’ Agent were a party thereto. With respect to the Securityholders’ Agent, so long as any such Transaction Parties to whom disclosure is made used in the Confidentiality Agreement, the term “Confidential Information” shall also agree include information relating to keep all such information confidential in accordance with the terms hereof and Merger or this Agreement received by the Securityholders’ Agent after the Closing or relating to the period after the Closing. (b) if disclosure is required by law or by regulatory or judicial process or pursuant to The Company shall not issue any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange press release or other public exchange 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 sale Company to obtain the Company Stockholder Approval and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the Requisite Stockholder Approval and the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality consents and approvals of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the Company Stockholders and other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, third parties contemplated by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclosethis Agreement. The foregoing confidentiality obligations shall not apply Notwithstanding anything to the extent that any contrary contained herein or in the Confidentiality Agreement, Acquirer may make such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under communications regarding this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closingor the Transactions as Acquirer may determine is reasonably appropriate.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Acquirer and except as set forth belowthe Company have previously executed a Non-Disclosure Agreement, Seller dated June 3, 2014 (the “Confidentiality Agreement”), which shall continue in full force and Purchaser covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. Except as is permitted under the Confidentiality Agreement or as provided under the Stockholder Notice, at no time shall Acquirer, Merger Sub, or the Company disclose any aspect of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about Acquirer, Merger Sub, or the Company, as applicable to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of such party about which such non-public information relates. Notwithstanding anything to the other party; providedcontrary in the foregoing, howeverAcquirer, that either party mayMerger Sub, without consent, disclose or the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or PurchaserCompany, as applicable, shall notify the other party in writing be permitted to disclose any and all terms to its financial, tax and legal advisors (each of such required disclosurewhom is subject to a similar obligation of confidentiality), shall exercise all commercially reasonable efforts and to preserve the confidentiality of the confidential documents any Governmental Entity or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply administrative agency to the extent that necessary or advisable in compliance with Applicable Law. (b) The Company and its Representatives shall not issue any such information is a matter of press release or other public record or is provided in other sources readily available communications relating to the real estate industry terms of this Agreement or the Transactions or use Acquirer’s name or otherwise 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 (x) reasonably determined by the Company or its Representatives to be required by Applicable Law based on advice of outside counsel and following reasonable consultation with Acquirer, or (y) reasonably necessary for the Company to obtain the Company Stockholder Approval and the other than as a result consents and approvals of disclosure the Company Stockholders and other third parties contemplated by Seller or Purchaser, as applicablethis Agreement. Prior to Closing, any release Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Acquirer may make such public of information with respect to the transactions contemplated under communications regarding this Agreement or the Transactions as Acquirer may determine is reasonably appropriate. Acquirer and the Company shall cooperate in good faith regarding communications to be in form approved by both Purchaser made prior to Closing to Company employees and Seller, and their respective counsel. This Section shall terminate at Closingother service providers.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that the Confidentiality Agreements shall continue in full force and except as set forth below, Seller effect in accordance with their terms. Each party hereto agrees that it and Purchaser covenant and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express 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. The Securityholder Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreements to the same extent as though the Securityholder Agent were a party hereto. With respect to the Securityholder Agent, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Mergers or this Agreement received by the 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 partypublic 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, howeverthat the form and substance of any such press release shall be provided to the Company for review and any timely comments provided by the Company will be considered by the Acquirer in good faith prior to issuing such press release; provided, further, that either in no event shall a party may, without consent, disclose or its Affiliates be restricted from making any public announcements required by Law or the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent listing requirements of the other Nasdaq Global Market (on the reasonable advice of counsel). If either party, so long as 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 Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicablefiling, shall notify provide the other party in writing and its counsel with a redacted version of such required disclosurethis Agreement (and any other Transaction Document) which it intends to file, shall exercise all commercially reasonable efforts and will give due consideration to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with any comments provided by the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under this Agreement shall be in form approved by both Purchaser and Seller, and their respective its counsel. This Section shall terminate at Closing.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Acquirer and except the Company have previously executed a non-disclosure agreement, dated as set forth belowof September 10, Seller 2015 (the “Confidentiality Agreement”), which shall continue in full force and Purchaser covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto (other than Acquirer following the Closing) disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the party hereto about which such non-public information relates. 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, accounting 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, (ii) following Closing, the Stockholders’ Agent may disclose information to the Converting Holders on a need-to-know basis, provided that such persons are subject to a similar obligation of confidentiality and (iii) following Closing and the public announcement of the Merger, the Stockholders’ Agent shall be permitted to 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 herein. (b) Before the Closing, neither party shall issue any press release or other public communications relating to the terms of this Agreement or the Transactions or use the other party; provided’s name or refer to the other party directly or indirectly in connection with such party’s relationship with the other party in any media interview, howeveradvertisement, that either party maynews release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express prior written consent approval of the other party, so long unless required by Applicable Law and except as any such Transaction Parties reasonably necessary for the Company to whom disclosure is made shall also agree 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 keep all such information confidential the contrary contained herein or in accordance with the terms hereof Confidentiality Agreement: (i) Acquirer may issue a press release announcing the execution and delivery of this Agreement in a form mutually agreed upon by Acquirer and the Company, and make statements and disclosures consistent therewith, and (bii) if disclosure each Company Stockholder that is required by law a partnership, a limited liability company or by regulatory a venture capital or judicial process private equity fund may disclose to its limited partners, members or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaserinvestors, as applicable, shall notify and to their respective Representatives, the other party in writing terms of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents this Agreement or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under by this Agreement shall Agreement, in each case so long as such communication is marked confidential, if written, or stated to be in form approved by both Purchaser and Sellerconfidential, if oral, and their respective counsel. This Section shall terminate at Closingmay only be disclosed if such limited partner, member, investor or Representative is subject to a contract with the Company Stockholder that prevents disclosure of information by such limited partner, member, investor or representative.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Parent and except as set forth belowthe Company have previously executed that certain Confidentiality Agreement dated January 19, Seller 2021, by and Purchaser covenant between the Company and agree not to communicate Parent (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; provided that Parent may disclose this Agreement to the extent it deems necessary or appropriate in order to comply with any aspect applicable law, rule or regulation, including the rules of the SEC and/or a national securities exchange. At no time shall the Company or its Representatives hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and other Person without the prior written consent of Parent. Notwithstanding anything to hold, the contrary in the strictest confidenceforegoing, the content of a party hereto shall be permitted to disclose any and all information in respect of terms (i) to any Person, to the Property which is supplied by Seller to Purchaser extent that Parent or by Purchaser to SellerMerger Sub has previously publicly disclosed such terms, without the express written consent of the other party; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (aii) to its respective advisorsfinancial, consultantstax and legal advisors (each of whom is subject to a similar obligation of confidentiality), officers, directors, principals, investors, attorneys, accountants (iii) to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with applicable Law (including in connection with the making of any filings required under the HSR Act and lenders (the “Transaction Parties”) without the express written consent to respond to requests for information or documents made by a Governmental Entity in connection with its investigation of the other party, so long as any Transactions described herein) and the rules of the primary exchange on which such Transaction Parties to whom disclosure party is made shall also agree to keep all such information confidential in accordance with the terms hereof then listed and (biv) if disclosure is in the case of Parent and Merger Sub, to the extent required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either applicable Law (including securities laws, including without limitation the Securities Exchange Act of 1934) or the rules and Exchange Commission, regulations of the New York Stock Exchange or any other securities exchange on which Parent’s securities may then be listed. The Stockholders’ Representative hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Stockholders’ Representative were a party thereto. Notwithstanding any restrictions contained herein or in the Confidentiality Agreement, (A) the Stockholders’ Representative shall be permitted to (i) after the public exchange for announcement of the sale Merger, if any, publicly announce that it has been engaged to serve as the Stockholders’ Representative in connection herewith as long as such announcement does not disclose any of the other terms hereof; and purchase (ii) disclose information as required by law or to employees, advisors, agents or consultants of securitiesthe Stockholders’ Representative and to the Company Indemnitors, in each case who have a need to know such information, provided that in such event Seller persons are subject to confidentiality obligations with respect thereto and (B) shall not be bound by (i) Section 14 (Non-Solicitation) of the Confidentiality Agreement or Purchaser(ii) Section 10 (Return of Information) for the duration of the Stockholders’ Representative’s engagement hereunder. With respect to the Stockholders’ Representative, as applicableused in the Confidentiality Agreement, the term “Confidential Information” shall notify also include information relating to the Merger or this Agreement received by the Stockholders’ Representative after the Closing or relating to the period after the Closing. (b) The Company shall not, and the Company 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 Parent’s name or refer to Parent directly or indirectly in connection with Parent’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 Parent, unless required by applicable Law, including in connection with the making of any filings required under the HSR Act and to respond to requests for information or documents made by a Governmental Entity in connection with its investigation of the Transactions described herein (after such party’s outside legal counsel determines such disclosure is required). Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement and provided that such parties are advised as to the confidential nature of such information and instructed to keep such information confidential, (i) the Company may otherwise communicate in the ordinary course of business with its employees as it deems appropriate, (ii) the Company may make communications to Company Stockholders necessary for the Company to obtain the Company Stockholder Approval and the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality consents and approvals of the confidential documents Company Stockholders and other third parties contemplated by this Agreement, or information, except as the case may be, including, without limitation, reasonably cooperating consistent with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any of previous public disclosures by Parent or Merger Sub relating to terms of this Agreement or the Transactions and (iii) the Company Stockholders may disclose the terms of this Agreement or the transactions contemplated hereby, including the Transactions, to their limited partners and potential investors (who are bound by customary obligations of confidentiality with respect to such information is a matter of public record or is provided in other sources readily available information). Notwithstanding anything to the real estate industry other than contrary contained herein or in the Confidentiality Agreement, Parent may be permitted to make such public communications regarding this Agreement or the Transactions as a result Parent may determine is reasonable and appropriate, subject, in the case of disclosure by Seller or Purchaser, as applicable. Prior such communications prior to Closing, any release other than in its current and periodic filings required under the rules of the SEC, to prior consultation with the public of information with respect Company (prior to the transactions contemplated under this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closing).

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Acquirer and except the Company have previously executed a non-disclosure agreement, dated as set forth belowof July 7, Seller 2014 (the “Confidentiality Agreement”), which shall continue in full force and Purchaser covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, howevera party hereto shall be permitted to disclose any and all terms to its financial, that either party maytax and legal advisors (each of whom is subject to a similar obligation of confidentiality), without consent, disclose and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of NYSE. The Stockholders’ Agent hereby agrees to be bound by the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent conditions of the other partyConfidentiality Agreement to the same extent as though the Stockholders’ Agent were a party thereto. With respect to the Stockholders’ Agent, so long as any such Transaction Parties to whom disclosure is made used in the Confidentiality Agreement, the term “Confidential Information” shall also agree include information relating to keep all such information confidential in accordance with the terms hereof and Merger or this Agreement received by the Stockholders’ Agent after the Closing or relating to the period after the Closing. (b) if disclosure is required by law or by regulatory or judicial process or pursuant to The Company shall not issue any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange press release or other public exchange 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 sale Company to obtain the Company Stockholder Approval and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality consents and approvals of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the Company Stockholders and other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, third parties contemplated by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclosethis Agreement. The foregoing confidentiality obligations shall not apply Notwithstanding anything to the extent that any contrary contained herein or in the Confidentiality Agreement, Acquirer may make such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under communications regarding this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closingor the Transactions as Acquirer may determine is reasonably appropriate.

Confidentiality; Public Disclosure. Prior to Closing Century Capital and except as set forth below, Seller and Purchaser covenant and agree not to communicate the terms or any aspect of this Agreement and the transactions contemplated hereby to any person or entity and to hold, Medi-Hut shall maintain in the strictest confidence, the content of any and strict confidence all information in respect of the Property which is supplied by Seller to Purchaser a confidential or by Purchaser to Seller, without the express written consent proprietary nature of the other party; providedparty that is exchanged in connection with the services rendered under this Agreement, however, that either party may, without consent, disclose including the terms hereof of this Agreement. Century Capital and Medi-Hut agree that each shall use such proprietary information only for the transactions contemplated hereby purposes of performing its obligations under this Agreement. Century Capital and Medi-Hut agree that each shall disclose such proprietary information only (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent of extent consented to by the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is to the extent required by any law or regulation, or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange Commission or other public any exchange or automated quotation system on which Medi-Hut stock is listed; and (c) to its personnel who have a need to know such proprietary information for the sale purposes of this Agreement. Century Capital and purchase Medi-Hut shall ensure that each of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating its employees comply with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or provisions in this Section. Proprietary information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply include: (i) information rightfully known by a party prior to the extent Effective Date of this Agreement, (ii) information that any such information is a matter of public record now or is provided in other sources readily hereafter become generally available to the real estate industry public other than as a result of a disclosure in breach of this Agreement; (iii) information independently developed or acquired by Seller a party or Purchaserits personnel without reliance on or reference to, as applicablein any way, proprietary information of the other party; or (iv) information which becomes available to a party from a third party source; provided that such third party source is not known to be bound by a confidentiality agreement with respect to such information or known to otherwise be prohibited from transmitting the information by a contractual, legal or fiduciary obligation. Prior to ClosingMedi-Hut shall not disclose any proprietary or other information, any release including the terms of this Agreement, to the public of information or any federal or state agency, without first reviewing such disclosure with respect to Century Capital. Such disclosures shall include, but are not limited to, press releases and reports filed with the transactions contemplated under this Agreement shall be in form approved by both Purchaser Securities and Seller, and their respective counsel. This Section shall terminate at ClosingExchange Commission.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Parent and except as set forth belowthe Company have previously executed that certain Confidentiality Agreement dated April 25, Seller 2018, by and Purchaser covenant between the Company and agree not to communicate Parent (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall the Company or its Representatives hereto disclose any aspect of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and other Person without the prior written consent of Parent. Notwithstanding anything to hold, the contrary in the strictest confidenceforegoing, the content of a party hereto shall be permitted to disclose any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, without the express written consent of the other party; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (ai) to its respective advisorsany Person, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that Parent or Merger Sub has previously publicly disclosed such terms, (ii) to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and (iii) to any such information is a matter of public record Governmental Entity or is provided in other sources readily available administrative agency to the real estate industry other than extent necessary or advisable in compliance with applicable Law (including in connection with the making of any filings required under the HSR Act and to respond to requests for information or documents made by a Governmental Entity in connection with its investigation of the Transactions described herein) and the rules of the primary exchange on which such party is then listed. The Stockholders’ Representative hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Stockholders’ Representative were a result of disclosure by Seller or Purchaserparty thereto. With respect to the Stockholders’ Representative, as applicableused in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger or this Agreement received by the Stockholders’ Representative after the Closing or relating to the period after the Closing. (b) The Company shall not, and the Company 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 Parent’s name or refer to Parent directly or indirectly in connection with Parent’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 Parent, unless required by applicable Law, including in connection with the making of any filings required under the HSR Act and to respond to requests for information or documents made by a Governmental Entity in connection with its investigation of the Transactions described herein (after such party’s outside legal counsel determines such disclosure is required), except as reasonably necessary for the Company to obtain the Company Stockholder Approval and the other consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement, or except as consistent with and to the extent of previous public disclosures by Parent or Merger Sub relating to terms of this Agreement or the Transactions. Prior Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Parent may be permitted to make such public communications regarding this Agreement or the Transactions as Parent may determine is reasonable and appropriate, subject, in the case of such communications prior to Closing, any release other than in its periodic filings required under the rules of the SEC, to prior consultation with the Company (prior to Closing) to the public of information with respect to the transactions contemplated under this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closingextent practicable.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Parent and except the Company have previously executed a Mutual Nondisclosure Agreement, dated as set forth belowof December 5, Seller 2013 (the “Confidentiality Agreement”) which shall continue in full force and effect in accordance with its terms, and Purchaser covenant hereby agrees to be bound by such Confidentiality Agreement as if a party thereto to the same extent to which it applies to and agree not is binding upon Parent. The Company Shareholder hereby agrees to communicate be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Company Shareholder was a party thereto. With respect to the Company Shareholder, as used in the Confidentiality Agreement the term “Information” shall include information relating to the Share Purchase or this Agreement received by the Company Shareholder after the Closing or relating to the period after the Closing. (b) 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 aspect press release or other public statement relating to the terms of this Agreement and or the transactions contemplated hereby or use each of Parent’s, Purchaser’s or Company’s name or refer to any person or entity and to holdParent, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser the Company directly or indirectly in connection with the 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 Selleran inquiry, without the express prior written consent approval of Parent or the other party; providedCompany, howeveras the case maybe, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is unless required by law or by regulatory stock exchange regulations (in which event the disclosing or judicial process announcing party shall, to the extent feasible, give Parent or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or informationCompany, as the case may be, includingthe opportunity to comment on such disclosure prior to the making of such disclosure) and except as reasonably necessary for the Company to obtain the consents and approvals of third parties contemplated by this Agreement. Notwithstanding anything herein or in the Confidentiality Agreement, after the Closing, Parent and Purchaser may issue such press releases or make such other public statements regarding this Agreement or the transactions contemplated hereby as 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 likely 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 limitation, reasonably cooperating with the other party to obtain an appropriate order Company’s or other reliable assurance that confidential treatment will be accorded such confidential documents Parent’s or informationPurchaser’s, as the case may be, prior consent, to make any public disclosure it believes in good faith is required by such tribunal applicable securities laws or securities listing standards, in which case the Parent, Purchaser and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or PurchaserCompany Shareholder, as applicable. Prior the case may be, agrees to Closing(i) advise Parent or the Company Shareholder, any release as the case may be, of its intention to make such disclosure and (ii) give Parent or the public of information with respect to Company Shareholder, as the transactions contemplated under this Agreement shall be in form approved by both Purchaser and Sellercase may be, and their respective counsel. This Section shall terminate at Closingadvisors the opportunity to comment on such disclosure prior to the making of such disclosure.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Parent and except as set forth belowthe Company have previously executed that certain Confidentiality Agreement dated April 25, Seller 2018, by and Purchaser covenant between the Company and agree not to communicate Parent (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall the Company or its Representatives hereto disclose any aspect of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and other Person without the prior written consent of Parent. Notwithstanding anything to hold, the contrary in the strictest confidenceforegoing, the content of a party hereto shall be permitted to disclose any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, without the express written consent of the other party; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (ai) to its respective advisorsany Person, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that Parent or Merger Sub has previously publicly disclosed such terms, (ii) to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and (iii) to any such information is a matter of public record Governmental Entity or is provided in other sources readily available administrative agency to the real estate industry other than extent necessary or advisable in compliance with applicable Law (including in connection with the making of any filings required under the HSR Act and to respond to requests for information or documents made by a Governmental Entity in connection with its investigation of the Transactions described herein) and the rules of the primary exchange on which such party is then listed. The Stockholders’ Representative hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Stockholders’ Representative were a result of disclosure by Seller or Purchaserparty thereto. With respect to the Stockholders’ Representative, as applicableused in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger or this Agreement received by the Stockholders’ Representative after the Closing or relating to the period after the Closing. (b) The Company shall not, and the Company 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 Parent’s name or refer to Parent directly or indirectly in connection with Parent’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 57 the prior written approval of Parent, unless required by applicable Law, including in connection with the making of any filings required under the HSR Act and to respond to requests for information or documents made by a Governmental Entity in connection with its investigation of the Transactions described herein (after such party’s outside legal counsel determines such disclosure is required), except as reasonably necessary for the Company to obtain the Company Stockholder Approval and the other consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement, or except as consistent with and to the extent of previous public disclosures by Parent or Merger Sub relating to terms of this Agreement or the Transactions. Prior Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Parent may be permitted to make such public communications regarding this Agreement or the Transactions as Parent may determine is reasonable and appropriate, subject, in the case of such communications prior to Closing, any release other than in its periodic filings required under the rules of the SEC, to prior consultation with the Company (prior to Closing) to the public of information with respect to the transactions contemplated under this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closingextent practicable.

Confidentiality; Public Disclosure. Prior to Closing (a) Each party hereto agrees that, it and except as set forth below, Seller and Purchaser covenant and agree not to communicate its representatives shall hold the terms the of Merger in strict confidence. At no time shall any party disclose any of the terms of the Merger (including, but not limited to, the economic terms) or any aspect non-public information about a party hereto (collectively, the “Confidential Information”) to any other party without the prior written consent of the party about which such non-public information relates. Notwithstanding 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 Legal Requirement and the rules of the Nasdaq Global Select Market. The Stockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Stockholders’ Agent were a party thereto. With respect to the Stockholders’ Agent, as used in the Confidentiality Agreement the term Confidential Information shall also include information relating to the Merger or this Agreement received by the Stockholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not issue any press release or other public communications relating to the terms of this Agreement and or the 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 law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer prior to any person such disclosure) and except as reasonably necessary for the Company to obtain the consents and approvals of Company Stockholders and other third parties contemplated by this Agreement or entity and otherwise to hold, comply with the terms of this Agreement. Notwithstanding anything herein or in the strictest confidenceConfidentiality Agreement, Acquirer and the Company shall mutually agree on the content of any the press release or other public communication announcing the Merger and all information in respect of the Property which is supplied by Seller to Purchaser thereafter Acquirer may make such other public communications regarding this Agreement or by Purchaser to Seller, without the express written consent of the other party; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby as Acquirer may determine is reasonably appropriate. Notwithstanding anything to the contrary herein, nothing herein shall prevent either party (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (including the “Transaction Parties”) without the express written consent Stockholders’ Agent on behalf of the other party, so long as any such Transaction Parties to whom Converting Holders) from making disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply regarding this Agreement solely to the extent that any required to enforce such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated party’s rights under this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at ClosingAgreement.

Confidentiality; Public Disclosure. Prior (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a non-disclosure agreement, dated February 3, 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 Closing and any other Person without the prior written consent of the party hereto about which such non-public information relates, except as set forth belowreasonably 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, Seller (i) a party hereto shall be permitted to disclose any and Purchaser covenant all terms to its financial, tax and agree not legal advisors (each of whom is subject to communicate a similar obligation of confidentiality), and to any Governmental Entity or administrative agency to the terms extent necessary or any aspect advisable in compliance with Applicable Law and the rules of Nasdaq and (ii) the Stockholders’ Agent shall be permitted to disclose such information to the Converting Holders in connection with performing its duties hereunder. The Stockholders’ Agent acknowledges and agrees that that certain Nondisclosure Agreement, dated August 4, 2014, by and between the Stockholders’ Agent and the Company, is intended to cover all information related to this Agreement and the transactions contemplated hereby 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 person media interview, advertisement, news release, press release or entity and professional or trade publication, or in any print media, whether or not in response to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Selleran inquiry, without the express prior written consent 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 party; providedthird parties contemplated by this Agreement. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, howeverAcquirer may make such public communications regarding this Agreement or the Transactions as Acquirer may determine is reasonably appropriate, that either party mayand the Company Stockholders may disclose terms of this Agreement to their respective members, without consentstockholders, disclose partners and equity owners, to the terms hereof and extent required to effect the transactions contemplated hereby (a) or otherwise contractually required and, in each instance, subject to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent of the other party, so long as any instructing such Transaction Parties Persons to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve maintain the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal thereof and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter Persons are subject to similar duties of public record or is provided in other sources readily available to confidentiality as those under the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at ClosingConfidentiality Agreement.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Acquirer and except the Company have previously executed a non-disclosure agreement, dated as set forth belowof October 6, Seller 2020 (the “Confidentiality Agreement”), which shall continue in full force and Purchaser covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, however, that either a party may, without consent, hereto shall be permitted to disclose the any and all terms hereof and the transactions contemplated hereby (a) to its respective advisorsfinancial, consultantstax and legal advisors (each of whom is subject to a similar obligation of confidentiality), officers, directors, principals, investors, attorneys, accountants and lenders (to any Governmental Entity or administrative agency to the “Transaction Parties”) without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential extent necessary or advisable in accordance compliance with the terms hereof and Applicable Law. (b) if disclosure is required by law or by regulatory or judicial process or pursuant to The Company shall not, and shall cause its Representatives not to, issue any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange press release or other public exchange 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 sale Company to obtain the Company Stockholder Approval and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the Requisite Stockholder Approval and the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality consents and approvals of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the Company Stockholders and other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, third parties contemplated by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclosethis Agreement. The foregoing confidentiality obligations shall not apply Notwithstanding anything to the extent that any contrary contained herein or in the Confidentiality Agreement, Acquirer may make such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under communications regarding this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closingor the Transactions as Acquirer may determine is reasonably appropriate.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Acquiror and except the Company have previously executed a Confidential Memorandum of Understanding dated July 27, 2020 containing a binding obligation of confidentiality (the “Confidentiality Agreement”) which shall continue in full force and effect in accordance with its terms. (b) Except as set forth belowrequired by Legal Requirements or stock market regulation, Seller and Purchaser covenant and the Parties agree not to communicate that no press release or other public announcement (including in any trade journal or other publication) of this Agreement or the terms transactions contemplated hereby shall be made by or on behalf of a Party (or any aspect 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 to any person or entity in advance of their release and to holdprovide 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 strictest confidenceinitial 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 content 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, proprietary information obtained during its due diligence review of the Company and destroy all documents received from the Company and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Sellercopies thereof containing any such information. Each Company Securityholder shall not, without the express written consent of the other party; providedand shall not permit its Affiliates, howevertrustees, that either party mayadvisors, without consentrepresentatives and agents to, disclose the terms hereof and provisions of this Agreement without the prior written consent of Acquiror. If the transactions contemplated hereby (a) by this Agreement are consummated, the Company Securityholders shall treat and hold as confidential any information concerning the business or the affairs of the Company that is not already generally available to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders the public (the “Transaction PartiesConfidential Information”) without the express written consent and refrain from using any of the other partyConfidential Information except in connection with this Agreement, so long as any such Transaction Parties and deliver promptly to whom disclosure is made shall also agree to keep Acquiror or destroy, at the request of Acquiror, all such information confidential tangible embodiments (and all copies) of the Confidential Information which are in accordance with the terms hereof and (b) if disclosure is required by law its possession or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, under its control; provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve Company Securityholders may disclose the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply Confidential Information to the extent necessary to complete any Tax Returns or as required by law. Each Company Securityholder is hereby notified that any 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 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 purpose of 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 information filing is made under seal so that it is not made public; and (ii) an individual who pursues a matter lawsuit for retaliation by an employer for reporting a suspected violation of public record or is provided in other sources readily available the law may disclose the trade secret to the real estate industry other than as a result attorney of disclosure by Seller or Purchaserthe individual and use the trade secret information in the court Proceeding, as applicable. Prior to Closing, if the individual files any release to document containing the public of information with respect to the transactions contemplated trade secret under this Agreement shall be in form approved by both Purchaser and Sellerseal, and their respective counsel. This Section shall terminate at Closingdoes not disclose the trade secret, except as permitted by court order.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Acquirer and except as set forth belowthe Company have previously executed a non-disclosure agreement, Seller dated November 18, 2013 (the “Confidentiality Agreement”), which shall continue in full force and Purchaser covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express 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 party; providedconsents and approvals of the Company Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything to the contrary in the foregoing, howevera party hereto shall be permitted to disclose any and all terms to its financial, that either party maytax and legal advisors (each of whom is subject to a similar obligation of confidentiality), without consent, disclose and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of NYSE. The Stockholders’ Agent hereby agrees to be bound by the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent conditions of the other partyConfidentiality Agreement to the same extent as though the Stockholders’ Agent were a party thereto. With respect to the Stockholders’ Agent, so long as any such Transaction Parties to whom disclosure is made used in the Confidentiality Agreement, the term “Confidential Information” shall also agree include information relating to keep all such information confidential in accordance with the terms hereof and Merger or this Agreement received by the Stockholders’ Agent after the Closing or relating to the period after the Closing. (b) if disclosure is required by law or by regulatory or judicial process or pursuant to The Company shall not issue any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange press release or other public exchange 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 sale Company to obtain the Company Stockholder Approval and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the Requisite Stockholder Approval and the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality consents and approvals of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the Company Stockholders and other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, third parties contemplated by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclosethis Agreement. The foregoing confidentiality obligations shall not apply Notwithstanding anything to the extent that any contrary contained herein or in the Confidentiality Agreement, Acquirer may make such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under communications regarding this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closingor the Transactions as Acquirer may determine is reasonably appropriate.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Parent and except as set forth belowthe Company have previously executed a non­ disclosure agreement, Seller dated February 15, 2014 (the “Confidentiality Agreement”), which shall continue in full force and Purchaser covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence until the Transactions are publicly announced by Xxxxxx. At no time shall any aspect party hereto disclose any of the non­public terms of this Agreement and the transactions contemplated hereby or any non­public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto about which such non­public information relates. Notwithstanding anything to the contrary in the foregoing, howevera party hereto shall be permitted to disclose any and all terms to its financial, that either party maytax and legal advisors (each of whom is subject to a similar obligation of confidentiality), without consent, disclose 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 Stockholders’ Agent xxxxxx agrees to be bound by the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent conditions of the other partyConfidentiality Agreement to the same extent as though the Stockholders’ Agent were a party thereto. With respect to the Stockholders’ Agent, so long as any such Transaction Parties to whom disclosure is made used in the Confidentiality Agreement, the term “Confidential Information” shall also agree include information relating to keep all such information confidential in accordance with the terms hereof and Mergers or this Agreement received by the Stockholders’ Agent after the Closing or relating to the period after the Closing. (b) if disclosure is required by law or by regulatory or judicial process or pursuant to The Company shall not issue any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange press release or other public exchange communications relating to the terms of this Agreement or the Transactions or use Parent’s name or refer to Parent directly or indirectly in connection with Parent’s relationship with the Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of Parent, unless required by Applicable Law (in which event consultation with outside counsel and written notice to Acquirer shall first occur prior to any such disclosure) and except as reasonably necessary for the sale Company to obtain the Company Stockholder Approval and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality consents and approvals of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the Company Stockholders and other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, third parties contemplated by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclosethis Agreement. The foregoing confidentiality obligations shall not apply Notwithstanding anything to the extent that any contrary contained herein or in the Confidentiality Agreement, Parent may make such information is a matter of other public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under communications regarding this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closingor the Transactions as Parent may determine is reasonably appropriate.

Confidentiality; Public Disclosure. Prior (a) The parties hereto acknowledge that Acquiror and Parent previously executed a Confidentiality Agreement dated August 10, 2010 (the “Confidentiality Agreement”) which shall continue in full force and effect in accordance with its terms. (b) Neither Acquiror, Parent nor Holdco shall, and Acquiror, Parent and Holdco shall cause their respective officers, directors, affiliates, shareholders and employees or any investment banker, attorney or other advisor or representative not to, directly or indirectly, issue any press release or other public statement relating to Closing and except as set forth below, Seller and Purchaser covenant and agree not to communicate the terms or any aspect of this Agreement and or the transactions contemplated hereby or use the other party’s name or refer to the other party directly or indirectly in connection with this Agreement in any person media interview, advertisement, news release, press release or entity and professional or trade publication, or in any print media, whether or not in response to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Selleran inquiry, without the express prior written consent of the other party; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent approval of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and unless (bi) if disclosure is required by law or by regulatory or judicial process or pursuant (in which event a satisfactory opinion of counsel to that effect shall be first delivered to the other prior to any regulations promulgated by either the Securities and Exchange Commissionsuch disclosure) or (ii) Acquiror, the New York Stock Exchange Parent or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or informationHoldco, as the case may be, including, without limitation, reasonably cooperating with and the other party mutually agree to such disclosure (each such party’s consent not to be unreasonably withheld or delayed), and except as reasonably necessary for Parent and Holdco to obtain an appropriate order the consents and approvals of Holdco Shareholders and other third parties contemplated by this Agreement. Notwithstanding anything herein or in the Confidentiality Agreement, Acquiror may issue such press releases or make such other reliable assurance that confidential treatment will be accorded such confidential documents public statements regarding this Agreement or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under this Agreement shall be hereby as Acquiror may, in form approved by both Purchaser and Sellerits reasonable discretion, and their respective counsel. This Section shall terminate at Closingdetermine necessary to comply with applicable law or securities exchange regulations.