Common use of Confidentiality; Public Disclosure Clause in Contracts

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a non-disclosure agreement, dated as of June 17, 2022 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of Nasdaq. The Holders’ Agent herexx xxxees to be hold information relating to the Merger, the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. Notwithstanding anything herein to the contrary, following Closing, the Holders’ Agent shall be permitted to: (i) after the public announcement of the Merger, announce that it has been engaged to serve as the Holders’ Agent in connection herewith as long as such announcement does not disclose any of the other terms hereof; and (ii) disclose information as required by law or to advisors and representatives of the Holders’ Agent and to the Converting Holders, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of June 17February 11, 2022 2020 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At Except to the extent necessary for purposes of the Stockholder Notice or as otherwise permitted under this Section 5.3, at no time shall any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about to which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance to comply with Applicable Law and the rules of NasdaqNYSE. The HoldersStockholders’ Agent herexx xxxees hereby agrees to be hold information relating bound by the terms and conditions of the Confidentiality Agreement to the Merger, same extent as though the terms of this Agreement, and Stockholders’ Agent were a party thereto; provided that the fact of this Agreement’s existence, in strict confidence. Notwithstanding anything herein to the contrary, following Closing, the HoldersStockholders’ Agent shall be permitted to: (i) to disclose Confidential Information to the Advisory Group in its capacity as such to the extent necessary or incidental to its services and responsibilities under Section 8.7 of this Agreement. With respect to the 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 public announcement of the Merger, announce that it has been engaged to serve as the Holders’ Agent in connection herewith as long as such announcement does not disclose any of the other terms hereof; and (ii) disclose information as required by law Closing or to advisors and representatives of the Holders’ Agent and relating to the Converting Holders, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect theretoperiod after the Closing.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer 29.1 Except as set forth below, Transferor and the Company have previously executed a non-disclosure agreement, dated as of June 17, 2022 (the “Confidentiality Agreement”), which shall continue in full force SLGOP covenant and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold agree not to communicate the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall or any party hereto disclose any of the terms aspect of this Agreement (including and the economic terms) or any non-public information about a party hereto transactions contemplated hereby to any other Person person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Transferor to SLGOP or by SLGOP to Transferor, without the prior express written consent of the other party; provided, however, that either party hereto about which such non-public information relates. Notwithstanding anything to may, without consent, disclose the contrary in terms hereof and the foregoing, a party hereto shall be permitted to disclose any and all terms transactions contemplated hereby (a) to its financialrespective advisors, tax consultants, officers, directors, principals, investors, attorneys, accountants and legal advisors lenders (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 "Transaction Parties") without the rules of Nasdaq. The Holders’ Agent herexx xxxees to be hold information relating to the Merger, the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. Notwithstanding anything herein to the contrary, following Closing, the Holders’ Agent shall be permitted to: (i) after the public announcement of the Merger, announce that it has been engaged to serve as the Holders’ Agent in connection herewith as long as such announcement does not disclose any 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; hereof and (iib) disclose information as if disclosure is required by law or by regulatory or judicial process or pursuant to advisors any regulations promulgated by either the Securities and representatives Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of the Holders’ Agent and to the Converting Holders, in each case who have a need to know such informationsecurities, provided that in such persons are subject event Transferor or SLGOP, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be 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 with respect theretoshall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Transferor or SLGOP, as applicable.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a non-disclosure agreement, dated as of June 17September 10, 2022 2015 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto (other than Acquirer following the Closing) 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, (i) a party hereto shall be permitted to disclose any and all terms to its financial, tax 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. The Holders’ Agent herexx xxxees to be hold information relating to the Merger, the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. Notwithstanding anything herein to the contrary, (ii) following Closing, the HoldersStockholders’ Agent shall be permitted 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 (iiii) after 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 HoldersStockholders’ Agent in connection herewith with the Merger as long as such announcement does not disclose any of the other terms hereof; and (ii) disclose information as required by law or to advisors and representatives of the Holders’ Agent and to Merger or the Converting Holders, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect theretoother transactions contemplated herein.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer Purchaser and the Company have previously executed a non-disclosure agreementletter agreement regarding Company Confidential Information, dated as of June 17May 1, 2022 2024 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, (i) a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity Entity, stock exchange or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of Nasdaq. The Holders’ Agent herexx xxxees to be hold information relating to the Mergeror stock exchange requirement, the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. Notwithstanding anything herein to the contrary, following Closing, the Holders’ Agent shall be permitted to: (i) after the public announcement of the Merger, announce that it has been engaged to serve as the Holders’ Agent in connection herewith as long as such announcement does not disclose any of the other terms hereof; and (ii) this Section 6.1 shall not limit the ability of any Seller or any of their respective Affiliates to disclose information as required by law or to advisors and representatives the financial return profile of the Holders’ Agent and Transactions to the Converting Holdersany of their respective existing or potential investors, provided that, in each case case, such Seller informs the Person receiving the information that such information is confidential 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 such information, provided that such persons are subject to confidentiality obligations with respect theretoto this Agreement or the Transactions.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer Fxxxxxxx.xxx US, LLC, an Affiliate of Acquirer, and the Company have previously executed a mutual non-disclosure agreement, dated as of June 17October 8, 2022 2018 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidenceconfidence to the same extent as required if such Person was a party to the Confidentiality Agreement. At Except as otherwise provided in Section 5.13, 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 foregoingherein, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of Nasdaqthe NYSE, and as reasonably necessary for the Company to obtain the Voting Member Approval and approvals from other third parties as contemplated by this Agreement. The HoldersMembers’ Agent herexx xxxees hereby agrees to be hold information relating bound by the terms and conditions of the Confidentiality Agreement to the Mergersame extent as though the Members’ Agent were a party thereto. With respect to the Members’ Agent, as used in the Confidentiality Agreement, the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. Notwithstanding anything herein to the contrary, following Closing, the Holders’ Agent shall be permitted to: (i) after the public announcement of the Merger, announce that it has been engaged to serve as the Holders’ Agent in connection herewith as long as such announcement does not disclose any of the other terms hereof; and (ii) disclose information as required by law or to advisors and representatives of the Holders’ Agent and to the Converting Holders, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto.term “

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer Castlight and the Company Jiff have previously executed a non-disclosure agreement, dated as of June 17July 19, 2022 2016 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. The parties hereto will use commercially reasonable efforts to minimize any public disclosures regarding any indemnification dispute hereunder. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms such information to its financial, tax Tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of NasdaqNYSE and Castlight may make such public communications as it may determine is reasonably appropriate (provided that Castlight will make good faith efforts to provide Jiff with written notice of any such disclosure and, if possible, allow Jiff the opportunity to comment on such communication. The HoldersStockholders’ Agent herexx xxxees hereby agrees to be hold information relating bound by the terms and conditions of the Confidentiality Agreement to the Mergersame extent as though the Stockholders’ Agent were a party thereto. With respect to the Stockholders’ Agent, as used in the Confidentiality Agreement, the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. Notwithstanding anything herein to the contrary, following Closing, the Holders’ Agent shall be permitted to: (i) after the public announcement of the Merger, announce that it has been engaged to serve as the Holders’ Agent in connection herewith as long as such announcement does not disclose any of the other terms hereof; and (ii) disclose information as required by law or to advisors and representatives of the Holders’ Agent and to the Converting Holders, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto.term “

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a non-disclosure agreement, dated as of June 17, 2022 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that that, it and its Representatives representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, Mergers in strict confidence. At no time shall any party hereto disclose any of the terms of this Agreement the Mergers (including including, but not limited to, the economic terms) or any non-public information about a party hereto (collectively, the “Confidential Information”) to any other Person party (other than the Company Securityholders after the date hereof solely in connection with delivery of the Information Statement or the information statement provided in connection with the Section 280G stockholder approval pursuant to Section 5.12) without the 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 tax, and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency agency, including for the avoidance of doubt communications or filings with the SEC, to the extent necessary or advisable in compliance with Applicable Law applicable Legal Requirements and the rules of Nasdaq. The Holders’ Agent herexx xxxees NASDAQ Stock Market, and (ii) the obligations not to be hold information relating disclose Confidential Information shall not apply to Confidential Information made available to the Merger, the terms public without breach of this AgreementAgreement and, and to the fact knowledge of the party seeking to rely on the exception in this Agreement’s existenceclause (ii), in strict confidencewithout breach of any other Contract covering such Confidential Information. Notwithstanding In addition, notwithstanding anything herein to the contrary, following Closing, the HoldersSecurityholders’ Agent shall be permitted to: (i) after to disclose Confidential Information to the public announcement of the Merger, announce that it has been engaged to serve as the Holders’ Agent Company Securityholders in connection herewith as long as such announcement does not disclose any of the other terms hereof; and (ii) disclose information as required by law or to advisors and representatives of the Holders’ Agent and to the Converting Holders, in each case who have a need to know such informationwith its responsibilities, provided that any such persons disclosures are made only on a need-to-know basis and subject to confidentiality obligations restrictions with respect thereto.