Common use of Confidentiality; Public Disclosure Clause in Contracts

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquiror and the Company have previously executed a confidentiality agreement dated September 14, 2012 (the “Confidentiality Agreement”) which shall continue in full force and effect in accordance with its terms. The Shareholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Shareholders’ Agent were a party thereto. With respect to the Shareholders’ Agent, as used in the Confidentiality Agreement the term “Information” shall include information relating to the Merger or this Agreement received by the Shareholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not, and the Company shall cause each Subsidiary and each Company Representative not to, directly or indirectly, issue any press release or other public statement relating to the terms 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 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 Acquiror, 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 to obtain the consents and approvals of Company 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 public statements regarding this Agreement or the transactions contemplated hereby as Acquiror may, in its sole discretion, determine.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquiror and the Company have previously executed a confidentiality nondisclosure agreement dated September 14December 13, 2012 2010 (the “Confidentiality Agreement”) which shall continue in full force and effect in accordance with its terms. The ShareholdersStockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the ShareholdersStockholders’ Agent were a party thereto. With respect to the ShareholdersStockholders’ Agent, as used in the Confidentiality Agreement the term “Confidential Information” shall include information relating to the Merger or this Agreement received by the ShareholdersStockholders’ Agent after the Closing or relating to the period after the Closing; provided, further, that the Stockholders’ Agent may (i) use Confidential Information in connection with its duties as Stockholders’ Agent hereunder and under the Escrow Agreement, (ii) disclose Confidential Information to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with performing its duties as the Stockholders’ Agent provided that the Stockholders’ Agent informs the Person receiving Confidential Information that such Confidential Information is confidential and such Person agrees to maintain the confidentiality of such Confidential Information, and (iii) disclose Confidential Information to Effective Time Holders to the extent reasonably necessary to communicate the resolution of claims made pursuant to Article VIII hereof that result in reductions in Escrow Shares from the Escrow Fund or set off against the Top-Up Payments. (b) The Company shall not, and the Company shall cause each Subsidiary and each 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 hereby or use Acquiror’s name or refer to Acquiror directly or indirectly in connection with Acquiror’s relationship with the Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of Acquiror, 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 to obtain the consents and approvals of Company Shareholders Stockholders and other third parties contemplated by this Agreement; provided, however, that following the initial press release regarding this Agreement issued by Acquiror, the foregoing restrictions shall not apply to public statements that repeat information contained in such press release (and do not disclose additional Confidential Information). Notwithstanding anything 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 sole reasonable discretion, determine; provided, however, that until the Effective Time, any such press releases regarding this Agreement or the transactions contemplated by this Agreement (other than as required by applicable Legal Requirements) shall require the consent of, or coordination with, the Company.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquiror and the Company have previously executed a confidentiality agreement Mutual Non-Disclosure Agreement dated September 14December 5, 2012 2018 (the “Confidentiality Agreement”) which shall continue in full force and effect in accordance with its terms. The Shareholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Shareholders’ Agent were a party thereto. With respect to the Shareholders’ Agent, as used in the Confidentiality Agreement the term “Information” shall include information relating to the Merger or this Agreement received by the Shareholders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall notExcept as required by Legal Requirements or stock market regulation, and the Company shall cause each Subsidiary and each Company Representative not to, directly or indirectly, issue any Parties agree that no press release or other public statement relating to the terms announcement (including in any trade journal or other publication) of this Agreement or the transactions contemplated hereby shall be made by or use Acquiror’s name on behalf of a Party (or refer any of its Affiliates) without the advance written approval thereof by Acquiror and the Securityholders’ Representative (which, after the Closing, shall not be unreasonably withheld, conditioned or delayed); provided, however, that Acquiror and the Securityholders’ Representative have approved a press release to be issued by Acquiror directly or indirectly in connection with Acquiror’s relationship the form of attached Schedule 6.2(b) and have acknowledged that Acquiror may conduct a conference call regarding the transaction contemplated by this Agreement substantially in accordance with the Company script previously provided to the Securityholders’ Representative, and including a question and answer session. Acquiror will furnish the Securityholders’ Representative with a draft of the initial required public disclosures of this Agreement and the transactions contemplated hereby in advance of their release and to provide the Securityholders’ Representative the opportunity to review and comment on those disclosures. Acquiror will furnish the Securityholders’ Representative with a draft of, and afford the Securityholders’ Representative a reasonable opportunity to review and comment on, any media interview, advertisement, news release, press release or professional or trade publication, or subsequent required public disclosures if the information included therein is materially different from the information included in any print media, whether the initial require public disclosures. Acquiror will reasonably cooperate with Securityholders’ Representative in seeking a confidential treatment order from the Securities and Exchange Commission as the Securityholders’ Representative may reasonably request. (c) Whether or not in response the transactions contemplated hereby are consummated, the Parties shall keep, and shall cause each of their respective Affiliates, advisors, agents and representatives to an inquirykeep, 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 copies thereof containing any such information. Each Company Securityholder shall not, and shall not permit its Affiliates, trustees, advisors, representatives and agents to, disclose the terms and provisions of this Agreement without the prior written approval consent of Acquiror. If the transactions contemplated 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 and the Company’s Subsidiaries that is not already generally available to the public (the “Confidential Information”) and refrain from using any of the Confidential Information except in connection with this Agreement, and deliver promptly to Acquiror or destroy, at the request of Acquiror, unless all tangible embodiments (and all copies) of the Confidential Information which are in its possession or under its control; provided that the Company Securityholders may disclose the Confidential Information to the extent necessary to complete any Tax Returns or as required by law. Each Company Securityholder is hereby notified that under the Defend Trade Secrets Act: (i) no individual will be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret (as defined in which event the Economic Espionage Act) that is: (A) made in confidence to a satisfactory opinion federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of counsel reporting or investigating a suspected violation of law; or (B) made in a complaint or other document filed in a lawsuit or other Proceeding, if such filing is made under seal so that it is not made public; and (ii) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to that effect shall be first delivered to Acquiror prior to the attorney of the individual and use the trade secret information in the court Proceeding, if the individual files any such disclosure) document containing the trade secret under seal, and does not disclose the trade secret, except as reasonably necessary for the Company to obtain the consents and approvals of Company Shareholders and other third parties contemplated permitted by this Agreement. 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 sole discretion, determinecourt order.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquiror and the Company have previously executed a confidentiality agreement dated September 14, 2012 (the “Confidentiality Agreement”) , which shall continue in full force and effect in accordance with its terms. The ShareholdersEffective Time Holders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the ShareholdersEffective Time Holders’ Agent were a party thereto. With respect to the ShareholdersEffective Time Holders’ Agent, as used in the Confidentiality Agreement Agreement, the term “Information” shall include information relating to the Merger or this Agreement received by the ShareholdersEffective Time Holders’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not, and the Company shall cause each Subsidiary and each Company Representative not to, directly or indirectly, issue any press release or other public statement relating to the terms 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 the Company transactions contemplated herein in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of Acquiror, unless required by law applicable Legal Requirements (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 to obtain the consents and approvals of Company Shareholders and other third parties contemplated by this Agreement). Notwithstanding anything herein or in the Confidentiality AgreementAgreement to the contrary, 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 sole reasonable discretion, determine, including as may be required by applicable Legal Requirements, the SEC or NASDAQ. For the avoidance of doubt, any information disclosed by Acquiror pursuant to the preceding sentence shall no longer be deemed confidential under the Confidentiality Agreement.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Acquiror and the Company have previously executed a confidentiality agreement dated September 14, 2012 (the “Confidentiality Agreement”) which Agreement shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates, except as reasonably necessary for the Company to obtain the Company Stockholder Approval and the Requisite Stockholder Approval and the other consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything to the contrary in the foregoing, (i) a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with applicable Legal Requirements and (ii) the Indemnifying Parties’ Agent shall be permitted to disclose such information to the Company Indemnifying Parties in connection with performing his duties hereunder. The ShareholdersIndemnifying Parties’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the ShareholdersIndemnifying Parties’ Agent were a party thereto. With respect to the ShareholdersIndemnifying Parties’ Agent, as used in the Confidentiality Agreement Agreement, the term “Confidential Information” shall also include information relating to the Merger or this Agreement received by the ShareholdersIndemnifying Parties’ Agent after the Closing or relating to the period after the Closing. (b) The Company shall not, and the Company shall cause each Subsidiary and each Company Representative not to, directly or indirectly, issue any press release or other public statement communications relating to the terms 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 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 Acquiror, unless required by law applicable Legal Requirements (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 to obtain the Requisite Stockholder Approval and the other consents and approvals of the Company Shareholders Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Acquiror may issue such press releases or make such other public statements communications regarding this Agreement or the transactions contemplated hereby as Acquiror maymay determine is reasonably appropriate, in its sole discretionand the Company Securityholders may disclose terms of this Agreement to their respective member, determinestockholders, partners and equity owners, to the extent required to effect the transactions contemplated hereby or otherwise contractually required.