Common use of Confidentiality; Public Disclosure Clause in Contracts

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser and the Company have previously executed a Mutual Nondisclosure Agreement, dated as of December 13, 2014 (the “Confidentiality Agreement”) which shall continue in full force and effect in accordance with its terms. The Selling Shareholders hereby agree to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Selling Shareholders were a party thereto. With respect to the Selling Shareholders, as used in the Confidentiality Agreement the term “Information” shall include information relating to the Share Purchase or this Agreement received by the Selling Shareholders after the Closing or relating to the period after the Closing. (b) The Company shall not, and the Company shall cause each Company Representative not to, and Purchaser shall not, and shall cause each Purchaser Representative not to, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or the transactions contemplated hereby, without the prior written approval of the other party, unless required by law and except as reasonably necessary for the Company or Purchaser, as the case may be, to obtain the consents and approvals of third parties contemplated by this Agreement; provided, that if either the Company, the Selling Shareholders or Purchaser is required by law to make any such disclosure, Purchaser must first provide to the Company and the Company or the Selling Shareholder must first provide to Purchaser the content of the proposed disclosure reasonably in advance of the proposed disclosure, the reasons that such disclosure is required by law and the time and place that the disclosure will be made and a right to comment thereon.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Acquirer and the Company have previously executed a Mutual Nondisclosure AgreementConfidentiality and Standstill Agreement with respect to a Potential Business Combination, dated effective as of December 13August 23, 2014 2013 (the “Confidentiality Agreement”) which shall continue in full force and effect in accordance with its terms. The Selling Shareholders Merger Consideration Recipients’ Agent hereby agree agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Selling Shareholders Merger Consideration Recipients’ Agent were a party thereto. With respect ; provided that the Merger Consideration Recipients’ Agent shall not be required to return or destroy any confidential information prior to such time as the Selling Shareholders, as used in the Confidentiality Agreement the term “Information” shall include information relating to the Share Purchase or this Agreement received by the Selling Shareholders after the Closing or relating to the period after the ClosingMerger Consideration Recipients’ Agent’s responsibilities hereunder are complete. (b) The Company shall not, and the Company shall cause each Company Representative not to, Subsidiary and Purchaser shall not, and shall cause each Purchaser Representative Merger Consideration Recipients’ Agent not to, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or the transactions contemplated hereby, hereby without the prior written approval of the other partyAcquirer, unless required by 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 or Purchaser, as the case may be, to obtain the consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement; provided. Notwithstanding anything herein or in the Confidentiality Agreement, that if either the Company, the Selling Shareholders or Purchaser is required by law to make any such disclosure, Purchaser must first provide to the Company (i) Acquirer and the Company or the Selling Shareholder must first provide to Purchaser shall mutually agree on the content of the proposed disclosure joint press release announcing the Mergers and thereafter Acquirer may make such other public statements regarding this Agreement or the transactions contemplated hereby as Acquirer may determine is reasonably appropriate and (ii) following the Agreement Date the Company and its representatives may discuss this Agreement and the transactions contemplated hereby with Company Securityholders and other parties in advance connection with seeking the consents and approvals contemplated herein. (c) Notwithstanding anything in this Agreement or the Confidentiality Agreement to the contrary, following the Closing, the Merger Consideration Recipients’ Agent shall be permitted to: (i) after the public announcement of the proposed disclosureMergers, publicly announce that it has been engaged to serve as the reasons that Merger Consideration Recipients’ Agent in connection with the Mergers as long as such disclosure is announcement does not disclose any of the other terms of the Mergers or the other transactions contemplated herein; and (ii) disclose information as required by law or to employees, advisors or consultants of the Merger Consideration Recipients’ Agent and to the time and place Effective Time Holders, in each case who have a need to know such information, provided that such persons either (A) agree to observe the disclosure will be made and terms of this Section 5.3 or (B) are bound by obligations of confidentiality to the Merger Consideration Recipients’ Agent of at least as high a right to comment thereonstandard as those imposed on the Merger Consideration Recipients’ Agent under this Section 5.3.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Acquiror and the Company Parent have previously executed a Mutual Nondisclosure Agreementconfidentiality agreement dated November 15, dated as of December 13, 2014 2002 (the “Confidentiality Agreement”) which shall continue in full force and effect in accordance with its terms. The Selling Shareholders hereby agree to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Selling Shareholders were a party thereto. With respect to the Selling Shareholders, as used in the Confidentiality Agreement the term “Information” shall include information relating to the Share Purchase or this Agreement received by the Selling Shareholders after the Closing or relating to the period after the Closing. (b) The Company shall notNeither Seller shall, and the Company each Seller shall cause each Company Representative not to, and Purchaser shall not, and shall cause each Purchaser Seller Representative not to, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or the transactions contemplated herebyhereby or use Acquiror’s name or refer to Acquiror directly or indirectly in connection with Acquiror’s relationship with either Seller 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 partyAcquiror, unless required by law (in 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 the Company or Purchaser, as the case may be, each Seller to obtain the consents and approvals of Parent Shareholders and other third parties contemplated by this Agreement; provided. Notwithstanding anything herein or in the Confidentiality Agreement, Acquiror may issue such press releases or make such other public statements regarding this Agreement or the transactions contemplated hereby as Acquiror may, in its reasonable discretion, determine, provided that if either the Company, the Selling Shareholders or Purchaser is required by law to make any such disclosure, Purchaser must first provide press releases issued prior to the Company and Closing shall be subject to the Company prior approval of Parent, whose approval shall not be unreasonably withheld or the Selling Shareholder must first provide to Purchaser the content of the proposed disclosure reasonably in advance of the proposed disclosure, the reasons that such disclosure is required by law and the time and place that the disclosure will be made and a right to comment thereondelayed.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser and the Company have previously executed a Mutual Nondisclosure AgreementAgreement dated October 29, dated as of December 13, 2014 2008 (the “Confidentiality Agreement”) which shall continue in full force and effect in accordance with its terms, and the Sellers’ Agent shall cause the Company to continue to adhere to the terms of the Confidentiality Agreement. The Selling Shareholders hereby Sellers further acknowledge and agree to be bound by adhere to the terms and conditions of the Confidentiality Agreement to the same extent as though the Selling Shareholders if each Seller were a party thereto. With respect to the Selling Shareholders, as used in the Confidentiality Agreement the term “Information” shall include information relating to the Share Purchase or this Agreement received by the Selling Shareholders after the Closing or relating to the period after the Closingsuch agreement. (b) The Company shall not, and the Company shall cause each Company Representative not to, and Purchaser Sellers shall not, and shall cause the Company and each Purchaser Company Representative not to, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or the transactions contemplated herebyhereby 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 the other partyPurchaser, unless required by law (in which case five (5) days notice shall be given to Purchaser and, to the extent Purchaser does not believe such disclosure is required by law Purchaser may request that a satisfactory opinion of counsel that such disclosure is required by law be delivered to Purchaser, and the Company shall cause such opinion to be delivered to Purchaser prior to any such disclosure) and except as reasonably necessary for the Company or Purchaser, as the case may be, to obtain the consents and approvals of third parties contemplated by this Agreement; provided, that if either . Notwithstanding anything herein or in the Company, the Selling Shareholders or Purchaser is required by law to make any such disclosureConfidentiality Agreement, Purchaser must first provide to the Company and the Company may issue such press releases or make such other public statements regarding this Agreement or the Selling Shareholder must first provide to transactions contemplated hereby as Purchaser the content of the proposed disclosure reasonably may, in advance of the proposed disclosureits reasonable discretion, the reasons that such disclosure is required by law and the time and place that the disclosure will be made and a right to comment thereondetermine.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser This Agreement and the Company have previously executed a Mutual Nondisclosure contents hereof, and any instruments or agreements in implementation of this Agreement, dated as of December 13, 2014 (the “Confidentiality Agreement”) which shall continue be maintained in full force and effect in accordance with its terms. The Selling Shareholders hereby agree to be bound confidence by the terms parties and conditions of not be disclosed to any other Person (except as may be required by applicable Law or securities regulatory authority or pursuant to any royalty agreement and then only upon notice by the Confidentiality Agreement disclosing party to the same extent as though the Selling Shareholders were a party thereto. With respect to the Selling Shareholders, as used in the Confidentiality Agreement the term “Information” shall include information relating to the Share Purchase or this Agreement received by the Selling Shareholders after the Closing or relating to the period after the Closing. (bother party) The Company shall not, and the Company shall cause each Company Representative not to, and Purchaser shall not, and shall cause each Purchaser Representative not to, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or the transactions contemplated hereby, without the prior written approval of the other party, unless required by law which shall not be unreasonably withheld. (b) Notwithstanding Section 11.6(a), each party shall be entitled to disclose the existence of this Agreement and except as reasonably necessary for the Company contents hereof, and the existence and contents of any instruments or Purchaser, as the case may beagreements in implementation of this Agreement, to obtain any Affiliate of such party and to such party’s (or its Affiliates’) respective directors, officers, employees, agents and advisors who have a need to know such information in order to consummate the consents and approvals of third parties transactions contemplated by under this Agreement; , provided that such Persons agree to keep such information confidential in accordance with the obligations set forth in Section 11.6(a). Each party agrees that it shall remain responsible for any breach of or default of the confidentiality obligations of Section 11.6(a) by any of its Affiliates or by its or any of its Affiliates’ respective directors, officers, employees, agents or advisors. (c) The content of any public disclosure or press release respecting this Agreement or the transactions contemplated hereby shall be approved by both parties hereto prior to the making of such public disclosure or press release, which approval shall not be unreasonably withheld by the party not subject to such disclosure requirements, provided that this Section 11.6 is subject always to all disclosure obligations of Barrick and Purchaser under applicable securities laws. (d) Notwithstanding any other provision of this Agreement, the parties hereby agree that in the event that this Agreement or any related agreement, instrument or document is made available to any third party, including without limitation the filing of any such document with any securities regulatory authorities, the Purchase Price Allocation shall not be filed, provided, however that if either the Company, filing of the Selling Shareholders or Purchaser Purchase Price Allocation is required by law any securities regulatory authority the party making such filing shall (i) seek confidential treatment with respect to make such Purchase Price Allocation, (ii) keep the other party apprised of all actions taken or to be taken with respect to any application or filing seeking such confidential treatment, and (iii) provide the other party with a reasonable opportunity to review and comment on any such disclosure, Purchaser must first provide to the Company and the Company application or the Selling Shareholder must first provide to Purchaser the content of the proposed disclosure reasonably filing in advance of the proposed disclosure, the reasons that such disclosure is required by law and the time and place that the disclosure will be made and a right to comment thereonsame.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Acquirer and the Company have previously executed a Mutual Nondisclosure Agreementnon-disclosure agreement, dated as of December 13March 2, 2014 2020 (the “Confidentiality Agreement”) ), which shall continue in full force and effect in accordance with its terms. The Selling Shareholders Stockholders’ Agent hereby agree agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Selling Shareholders Stockholders’ Agent were a party thereto; provided that the Stockholders’ Agent shall be permitted to disclose Confidential Information to the Advisory Group in its capacity as such. With respect to the Selling ShareholdersStockholders’ Agent, as used in the Confidentiality Agreement Agreement, the term “Confidential Information” shall also include information relating to the Share Purchase Merger or this Agreement received by the Selling Shareholders Stockholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not, and the Company shall cause each Company Representative not to, Subsidiary and Purchaser shall not, each of its and shall cause each Purchaser their respective Representative not to, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or the transactions contemplated herebyTransactions 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 the other partyAcquirer, 57 unless required by law and (in which event the Company shall provide Acquirer advance notice to the extent practicable unless otherwise prohibited by Applicable Law) or except as reasonably necessary for the Company or Purchaser, as the case may be, to obtain the consents and approvals of Company Stockholders and other third parties contemplated by this Agreement; provided, that if either the Company, the Selling Shareholders or Purchaser is required by law to make any such disclosure, Purchaser must first provide . Notwithstanding anything to the Company and contrary herein or in the Company Confidentiality Agreement, Acquirer may issue such press releases or make such other public statements regarding this Agreement or the Selling Shareholder must first provide to Purchaser the content of the proposed disclosure reasonably Transactions as Acquirer may, in advance of the proposed disclosureits reasonable discretion, the reasons that such disclosure is required by law and the time and place that the disclosure will be made and a right to comment thereondetermine.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Confidentiality Agreement is hereby incorporated herein and the Company have previously executed made a Mutual Nondisclosure Agreement, dated as of December 13, 2014 (the “Confidentiality Agreement”) which part hereof and shall continue in full force and effect in accordance with its terms. The Selling Shareholders hereby Company agrees, and agrees to cause its Company Affiliates, employees and representatives (i) to maintain the confidentiality of all confidential, nonpublic information of the Purchaser, including any information, reports, records, files and books provided or made available to the Company pursuant to Section 3.2(c)(v) hereof, (ii) not to use such confidential, nonpublic information for any purpose other than for purposes of considering and approving the Acquisition by the Company Stockholders and the Company Board, and (iii) not to disclose to any Person any confidential, nonpublic information of the Purchaser unless consented to in writing by the Purchaser or unless disclosed to the Company’s legal, accounting or other advisors who need to know such information for purposes of advising the Company and agree to be bound by the terms and conditions provisions of this Section 7.3(a) as if they were parties hereto; provided, however, that in the event the Company is required to disclose any such confidential information by applicable Law or Order, the Company shall be permitted to make such disclosure, but shall first provide the Purchaser with prompt written notice of such requirement prior to making any disclosure so that the Purchaser may seek a protective order or other appropriate remedy; provided, further, that the foregoing confidentiality obligations shall not apply to the extent any such information becomes publicly available or is disclosed by any means other than a breach by the Company of the Confidentiality obligations under this Section 7.3(a) or any other confidentiality or non-disclosure agreement between the Company and the Purchaser. The Company shall obtain from any Company Stockholder requested to execute a Voting Agreement an acknowledgement in writing: (A) to maintain the confidentiality of all confidential, nonpublic information of the Purchaser disclosed to such Company Stockholder by the Company for the purpose of obtaining the execution of a Voting Agreement, including any information, reports, records, files and books provided or made available to the Company pursuant to Section 3.2(c)(v) hereof, (B) not to use such confidential, nonpublic information for any purpose other than for purposes of considering and approving the Acquisition by the Company Stockholder, and (C) not to disclose to any Person any such confidential, nonpublic information of the Purchaser unless consented to in writing by the Purchaser or unless disclosed to the Company Stockholder’s legal, accounting or other advisors who need to know such information for purposes of advising the Company Stockholder and agree to be bound by the same extent as though obligations of the Selling Shareholders were a party thereto. With Company Stockholder with respect to such confidential, nonpublic information of the Selling Shareholders, as used in the Confidentiality Agreement the term “Information” shall include information relating to the Share Purchase or this Agreement received by the Selling Shareholders after the Closing or relating to the period after the ClosingPurchaser. (b) The Company and the Purchaser shall notmutually agree on the form and timing of an initial joint press release to be issued with respect to this Agreement and the transactions contemplated hereby. In addition, and the Company shall cause each Company Representative not to, consult with and obtain the prior approval of the Purchaser shall not, and shall cause each Purchaser Representative not to, directly or indirectly, issue before issuing any press release or making any other public statement relating disclosure with respect to the terms of this Agreement or the transactions contemplated hereby, without the prior written approval of the other party, unless required by law hereby and except as reasonably necessary for the Company shall not issue any such press release or Purchaser, as the case may be, to obtain the consents and approvals of third parties contemplated by this Agreement; provided, that if either the Company, the Selling Shareholders or Purchaser is required by law to make any such public disclosure prior to such consultation and approval except as may be required by Law, in which event the Person proposing to make such public disclosure shall use its commercially reasonable efforts to consult in good faith with the Purchaser before making any such public disclosure. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Purchaser must first provide to the Company and the Company or the Selling Shareholder must first provide to Purchaser the content from making any public disclosure required by Law, including disclosure requirements of the proposed disclosure reasonably in advance SEC or of any applicable securities exchange. ** ** Text Omitted and Filed Separately with the proposed disclosure, the reasons that such disclosure is required by law Securities and the time Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and place that the disclosure will be made and a right to comment thereon.240.24b-2

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Any public announcement, press release or similar publicity regarding this Agreement and the Company have previously executed a Mutual Nondisclosure Agreementtransactions contemplated hereby, dated including the public disclosure thereof, will be issued, if at all, at such time and in such manner as of December 13Purchaser determines; provided, 2014 (that any such public announcement, press release or similar publicity prior to the “Confidentiality Agreement”) which Closing shall continue in full force and effect in accordance with its termsbe subject to the Company’s prior written consent. The Selling Shareholders hereby agree to be bound by the terms and conditions Each of the Confidentiality Agreement Company and its Subsidiaries, the Sellers and the Sellers’ Representative shall not (and, prior to the same extent as though the Selling Shareholders were a party thereto. With respect to the Selling ShareholdersClosing, as used in the Confidentiality Agreement the term “Information” shall include information relating to the Share Purchase or this Agreement received by the Selling Shareholders after the Closing or relating to the period after the Closing. (b) The Company shall not, and the Company shall cause each any Representative of the Company Representative not to, and Purchaser shall not, and shall cause each Purchaser Representative not toor its Subsidiaries to refrain from), directly or indirectly, disclose or issue or make any press release statement or communication to any third party (other public statement relating to than its or their respective legal, accounting, and financial advisors that are bound by confidentiality restrictions) regarding the terms existence or subject matter of this Agreement or the transactions contemplated herebyhereby (including any claim or dispute arising out of or related to this Agreement, without or the prior written approval of interpretation, making, performance, breach or termination hereof and the reasons therefor) or any other partynonpublic, unless required by law and except as reasonably necessary for confidential or proprietary information concerning the Company or any Company Subsidiary (or, after the Closing, Purchaser or any of its Affiliates) without the consent of Purchaser, as the case may be, to obtain the consents and approvals of third parties contemplated by this Agreement; provided, that if either the Company, the Selling Shareholders or Purchaser is required by law to make any such disclosure, Purchaser must first provide except (i) to the Company and the Company or the Selling Shareholder must first provide to Purchaser the content of the proposed disclosure reasonably in advance of the proposed disclosure, the reasons that extent such disclosure is required by law applicable Law, in which case the Company, or the Sellers’ Representative, as applicable, shall promptly notify Purchaser of such disclosure and cooperate at Purchaser’s expense with Purchaser to the time extent practicable so as to seek to limit the information disclosed to the information required by applicable Law to be disclosed and place will, to the extent practicable and at Purchaser’s expense, seek to obtain a protective order over, or confidential treatment of, such information, or (ii) for disclosures in dispute resolution proceedings to the courts or arbitrators involved in such proceedings and to other Persons involved in such proceedings (e.g., attorneys and expert witnesses) that are bound by confidentiality restrictions; provided, that such proceedings are brought in compliance with this Agreement, including Section 9.6. The University of Washington’s obligations under the disclosure will be made and a right to comment thereonWashington State Public Records Acts as interpreted by the University of Washington in its sole discretion shall take precedence over any obligation arising under this Agreement.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Acquirer and the Company have previously executed a Mutual Nondisclosure Agreementnon-disclosure agreement, dated as of December 13March 24, 2014 2021 (the “Confidentiality Agreement”) ), which shall continue in full force and effect in accordance with its terms. The Selling Shareholders hereby agree to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Selling Shareholders were a party thereto. With respect to the Selling ShareholdersStockholders’ Agent, as used in the Confidentiality Agreement the term “Information” shall include keep confidential information relating to the Share Purchase Company, Acquirer, the Merger or this Agreement received by the Selling Shareholders after the Closing or relating Stockholders’ Agent. Notwithstanding anything herein to the period after contrary, following Closing, the ClosingStockholders’ Agent shall be permitted to disclose information as required by law or to advisors and representatives of the Stockholders’ Agent and to the Company Stockholders, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto. (b) The Company shall not, and the Company shall cause each Company Representative not to, and Purchaser shall not, and shall cause each Purchaser Representative of its Representatives not to, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or the transactions contemplated herebyTransactions 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 the other partyAcquirer, unless required by 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 or Purchaser, as the case may be, to obtain the consents and approvals of Company Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything to the contrary herein or in the Confidentiality Agreement, Acquirer may issue such press releases or make such other public statements regarding this Agreement or the Transactions as Acquirer may, in its reasonable discretion, determine; provided, however, that if either the Company, the Selling Shareholders or Purchaser is required by law to make any such disclosure, Purchaser must first Acquirer shall provide to the Company a reasonable opportunity to review and comment on any press release issued in connection with the Company execution and delivery of this Agreement or the Selling Shareholder must first provide to Purchaser the content of the proposed disclosure reasonably in advance of the proposed disclosure, the reasons that such disclosure is required by law and the time and place that the disclosure will be made and a right to comment thereonMerger.