Common use of Confidentiality; Publicity Clause in Contracts

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions transactions contemplated hereby is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company At the Effective Time, the Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply terminate with respect to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant relating to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement)and its Subsidiaries. (b) Subject to Section 8.05(c)None of Acquiror, none of the Parties nor Company or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions transactions contemplated hereby, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other PartiesCompany or Acquiror, prior to the Closing; providedas applicable (which consent shall not be unreasonably withheld, howeverconditioned or delayed), that each Party may make any such announcement or other communication (i) except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any stock national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) Acquiror or the Company, if the disclosing party is Acquiror or (B) Acquiroras applicable, if the disclosing party is the Company (prior shall use their commercially reasonable efforts to the Closing), to review coordinate such announcement or communication with the other party, prior to announcement or issuance and allow the other party a reasonable opportunity to comment thereon and (which shall be considered by Acquiror or the disclosing Party shall consider such comments Company, as applicable, in good faith); provided, (ii) however, that, notwithstanding anything contained in this Agreement to the extent such contrary, each party and its Affiliates may make announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of regarding this Agreement and the Transactions transactions contemplated hereby to their respective owners, their Affiliates, and its and their respective directors, officers, employees, managers, advisors, direct and indirect investors and prospective investors without the consent of any direct or indirect current or prospective investor (including in connection other party hereto; and provided, further, that subject to Section 6.02 and this Section 8.04, the foregoing shall not prohibit any party hereto from communicating with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior third parties to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably extent necessary for such press release or filingthe purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions transactions contemplated hereby is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject The parties agree that the initial press release to Section 8.05(c)be issued with respect to the Transactions shall be in the form previously agreed by the parties. None of Acquiror, none of Merger Sub, the Parties nor Company or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions transactions contemplated hereby, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other PartiesCompany or Acquiror, prior to the Closing; providedas applicable (which consent shall not be unreasonably withheld, howeverconditioned or delayed), that each Party may make any such announcement or other communication (i) except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any stock national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) Acquiror or the Company, if the disclosing party is Acquiror or (B) Acquiroras applicable, if the disclosing party is the Company (prior shall use their commercially reasonable efforts to the Closing), to review coordinate such announcement or communication with the other party, prior to announcement or issuance and allow the other party a reasonable opportunity to comment thereon and (which shall be considered by Acquiror or the disclosing Party shall consider such comments Company, as applicable, in good faith); provided, however, that, notwithstanding anything contained in this Agreement to the contrary, (iii) to the extent such each party and its Affiliates may make announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of regarding this Agreement and the Transactions transactions contemplated hereby to their respective owners, their Affiliates, and its and their respective directors, officers, employees, managers, advisors, direct and indirect investors and prospective investors without the consent of any direct or indirect current or prospective investor other party hereto and (including in connection with the PIPE Investmentii) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company may exercise its rights and Acquiror prior communicate with third parties as contemplated by Section 6.06; and provided, further, that subject to Section 6.02 and this Section 8.04, the foregoing shall not prohibit any party hereto from communicating with third parties to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably extent necessary for such press release or filingthe purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror SPAC acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement)hereby. (b) Subject to Section 8.05(c)None of SPAC, none of the Parties nor Company or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions Transactions, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other PartiesCompany or SPAC, prior to the Closing; providedas applicable (which consent shall not be unreasonably withheld, howeverconditioned or delayed), that each Party may make any such announcement or other communication (i) except if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) SPAC or the Company, if the disclosing party is Acquiror or (B) Acquiroras applicable, if the disclosing party is the Company (prior shall use their reasonable best efforts to the Closing), to review coordinate such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything other Party, prior to announcement or issuance; provided that each Party and its Affiliates may make announcements regarding the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror status and their respective Representatives may provide general information about the subject matter terms (including price terms) of this Agreement and the Transactions to any direct or their respective Representatives and indirect current or prospective investor (including limited partners or investors or otherwise in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidentialconfidential without the consent of any other Party; and provided that the foregoing shall not prohibit any Party from communicating with third parties to the extent necessary for the purpose of seeking any third party consent or with any Governmental Authorities under Section 8.01. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter)Agreement, Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release SPAC and a description of this Agreement as required by Securities Laws, which the Company shall have issue a mutually agreed joint press release announcing the opportunity execution of this Agreement. Prior to review and comment upon prior to filing and Acquiror Closing, the Company shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue prepare a press release announcing the consummation of the Transactions Transactions, the form and substance of which shall be approved in advance by SPAC, which approval shall not be unreasonably withheld, conditioned or delayed (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after Concurrently with the Closing), Acquiror the Company shall file a current report on Form 8-K (the “Closing Filing”) with issue the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement or the Registration Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions transactions contemplated hereby is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject The parties agree that the initial press release to Section 8.05(c)be issued with respect to the Transactions shall be in the form previously agreed by the parties. None of Acquiror, none of Merger Sub, the Parties nor Company or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions transactions contemplated hereby, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other PartiesCompany or Acquiror, prior to the Closing; providedas applicable (which consent shall not be unreasonably withheld, howeverconditioned or delayed), that each Party may make any such announcement or other communication (i) except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any stock national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) Acquiror or the Company, if the disclosing party is Acquiror or (B) Acquiroras applicable, if the disclosing party is the Company (prior shall use its commercially reasonable efforts to the Closing), to review coordinate such announcement or communication with the other party, prior to announcement or issuance and allow the other party a reasonable opportunity to comment thereon and (which shall be considered by Acquiror or the disclosing Party shall consider such comments Company, as applicable, in good faith); provided, however, that, notwithstanding anything contained in this Agreement to the contrary, (iii) to the extent such each party and its Affiliates may make announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of regarding this Agreement and the Transactions transactions contemplated hereby to their respective owners, their Affiliates, and its and their respective directors, officers, employees, managers, advisors, direct and indirect investors and prospective investors without the consent of any direct or indirect current or prospective investor other party hereto and (including in connection ii) subject to Section 6.02 and this Section 8.04, each party hereto may communicate with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior third parties to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably extent necessary for such press release or filingthe purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the The terms of the Company Mutual Non-Disclosure Agreement, dated as of January 18, 2008, between Seller and Purchaser (the “Confidentiality Agreement, the terms of which ”) are hereby incorporated herein by reference. The Company reference and shall continue in full force and effect and survive the Closing, except that (1) the non-disclosure and non-use obligations of Purchaser under sections 1(i) and 1(ii) of the Confidentiality Agreement in respect of information about the Business shall survive terminate at the execution Closing and delivery of this Agreement and shall apply (2) solely with respect to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement)) that relates exclusively to the Business, Seller and its Subsidiaries shall be deemed the Receiving Party (as defined in the Confidentiality Agreement) from and after Closing. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in all respects and section 6 of the Confidentiality Agreement shall not apply with respect to the Employees. (b) Subject to Section 8.05(c), none Neither of the Parties nor any of their respective Representatives parties shall issue any press releases release or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to announcement concerning this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement transactions contemplated hereby without obtaining the prior written consent approval of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchangeSeller, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if event the disclosing party is Acquiror Purchaser, or (Bii) AcquirorPurchaser, if in the event the disclosing party is the Company (prior Seller, such consent not to the Closing)be unreasonably withheld or delayed, to review except each party may make such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) disclosure to the extent such announcements so required pursuant to an applicable requirement of Law or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions by obligations pursuant to any direct listing agreement with or indirect current or prospective investor (including in connection with rules of any securities exchange, provided that each party shall give the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be other a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the reasonable opportunity to review and comment upon prior such disclosure to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingextent practicable.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions transactions contemplated hereby and thereby is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by referencereference and which shall, notwithstanding anything therein to the contrary, terminate at the Closing and no longer remain in force or effect. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated hereby and thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information “Confidential Information” (as defined in the Company Confidentiality Agreement); provided that Acquiror provides the Company with a reasonable opportunity to review and provide comments to such presentation and the Company consents to the contents thereof. (b) Subject The Company and the Acquiror shall reasonably cooperate to Section 8.05(c)create and implement a communications plan regarding the Transactions promptly following the date hereof. Notwithstanding the foregoing, none of Acquiror, the Parties nor Company or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions Transactions, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other PartiesCompany or Acquiror, prior to the Closing; providedas applicable (which consent shall not be unreasonably withheld, howeverconditioned or delayed), that each Party may make any such announcement or other communication except (i) if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Laws or the rules of any stock national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) Acquiror or the Company, if the disclosing party is Acquiror or (B) Acquiroras applicable, if the disclosing party is the Company (prior shall use their commercially reasonable efforts to the Closing), obtain such consent with respect to review such announcement or communication with the other Party, prior to announcement or issuance; and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) subject to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.059.05, each Party and its Affiliates may make announcements regarding the status and terms (iiiincluding price terms) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions transactions contemplated hereby to any their respective directors, officers, employees, direct or and indirect current or prospective investor (including limited partners and investors or otherwise in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential, without the consent of any other Party; and provided further that subject to Section 7.02 and this Section 9.05, the foregoing shall not prohibit any Party from communicating with third parties to the extent necessary for the purpose of seeking any third party consent; provided further that, notwithstanding anything to the contrary in this Section 9.05(b), nothing herein shall modify or affect Acquiror’s obligations pursuant to Section 9.02. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form mutually agreed by the Company and Acquiror prior to the execution of this Agreement Agreement, and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingAgreement.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement The existence and the consummation of the Transactions is subject to the terms of the Company Confidentiality this Agreement, the terms Term Sheet and of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with discussions between the PIPE Investment, Acquiror shall be entitled to disclose, pursuant parties as to the Exchange ActProposed Transaction are to remain confidential, any information contained in any presentation to the PIPE Investorsexcept as disclosure of its contents is required by applicable law, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases regulatory authority or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closingstock exchange listing agreement; provided, however, that each Party may make the Term Sheet shall not be disclosed to the public in any such announcement event. In the event a party hereto or other communication (i) if such announcement or other communication any of its representatives is required by applicable Law law, regulatory authority or stock exchange listing agreement to disclose any of such information, such party will (a) promptly notify the rules of other party prior to any stock exchangesuch disclosure, in which case (b) reasonably accept the disclosing Party shall, other party’s revisions to the extent permitted by applicable Law, first allow proposed disclosure and (Ac) cooperate with the Company, if the disclosing other party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior in any attempt it may make to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements obtain a protective order or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, appropriate assurance that confidential treatment will be afforded the applicable information. Each party agrees that it will treat the existence and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter terms of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection of such discussions with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long same care as such recipients are obligated it would take to keep such information confidential. (c) The initial press release concerning this Agreement and preserve the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior confidentiality of its own confidential information. Prior to the execution of this Agreement definitive agreements among the parties regarding the Proposed Transaction, neither party will make any announcement to the public, to third parties, or to its respective employees concerning the Proposed Transaction without prior consultation with, and the approval of, the other party, which may be withheld in its discretion. This Section 5 will not preclude any of the parties hereto from complying with legal or regulatory requirements applicable to it. If any party believes that it is subject to such initial press release (a requirement, it will give the “Signing Press Release”) shall be released as promptly as practicable after other parties prompt prior notice thereof prior to disclosing the execution information in question. The provisions of this Agreement (but Section 5 are in any event within four Business Days thereafter). Promptly after addition to, and not in lieu of, the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation provisions of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing)Confidentiality Agreement, Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingconfidentiality agreement among the parties.

Confidentiality; Publicity. (a) Acquiror SPAC acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investmentany Potential Financing, Acquiror SPAC shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investorspotential equity investors, which information may include Confidential Information (as defined in the Company Confidentiality Agreement); provided that, SPAC shall (i) have received the Company’s prior written consent to seek any such Potential Financing prior to disclosing any such Confidential Information in connection with such Potential Financing and (ii) have provided the Company the right to review and approve (which approval shall not be unreasonably conditioned, withheld or delayed) any materials prior to their distribution. (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror SPAC or (B) AcquirorSPAC, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faithfaith and, to the extent any such comments are reasonable, the disclosing Party shall incorporate such comments into announcement or other communication, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection accordance with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential8.01. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror SPAC prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror SPAC shall consider such comments in good faithfaith and, to the extent any such comments are reasonable, SPAC shall incorporate such comments into the Signing Filing. The Company, Acquiror Company and the Sponsor SPAC shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror SPAC shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges In handling any confidential information, each Secured Party agrees to exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to its Subsidiaries or Affiliates; (b) to prospective transferees or purchasers of any interest in the information being provided to it Loans; (c) as required by law, regulation, subpoena, or other order and in connection with this Agreement and the consummation of the Transactions is subject reporting obligations applicable to the terms of the Company Confidentiality Agreementsuch Secured Party, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, including pursuant to the Exchange Act, (d) to such Secured Party’s regulators or as otherwise required in connection with any examination or audit; (e) as such Secured Party considers appropriate in connection with the exercise of remedies with respect to the Obligations; and (f) to third-party service providers of such Secured Party so long as such service providers are bound by confidentiality terms not more permissive than the terms hereof. Confidential information contained does not include information that is either: (i) in the public domain or in any presentation Secured Party’s possession when disclosed to such Secured Party, or becomes part of the PIPE Investorspublic domain (other than as a result of its disclosure by such Secured Party in violation of this Agreement) after disclosure to such Secured Party, which information may include Information or (as defined in ii) disclosed to such Secured Party by a third party, if such Secured Party does not know that the Company Confidentiality third party is prohibited from disclosing the information. The provisions of this paragraph shall survive the termination of this Agreement). (b) Subject No party hereto shall publicize or use another party’s name or logo, or hyperlink to Section 8.05(c)such other parties’ website, none describe the relationship of the Parties nor any parties or the transaction contemplated by this Agreement, in written and oral presentations, advertising, promotional and marketing materials, client lists, public relations materials or on its web site (together, the “Publicity Materials”) without prior written notice to the party that is the subject of their respective Representatives shall issue any press releases or make any public announcements the proposed Publicity Materials, together with a draft (including communications disseminated via social mediaor, news feeds, chat rooms or other similar electronic platforms for communicating to persons who if Publicity Materials are not otherwise obligated proposed to maintain be delivered in written form, an outline of the confidentiality content to be included) so as to provide such subject party a reasonable opportunity to review prior to publication, and each party agrees, in connection with any Publicity Materials proposed by such party to reasonably consider requested changes or corrections requested by the party that is the subject of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments Publicity Materials in good faith, (ii) and upon request, to provide the extent such announcements final form prior to publication or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialdissemination. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges Purchaser and Seller shall comply with, and shall cause their respective Subsidiaries and Affiliates, and their respective Representatives, to comply with all of their respective obligations under the Mutual Non-Disclosure Agreement, dated as of July 7, 2017, between Seller and Purchaser (the “Confidentiality Agreement”); provided, that the information being provided to it in connection with this Agreement and the consummation of the Transactions is such obligations shall be subject to any exceptions expressly set forth herein, including the last sentence of Section 6.12(b). The terms of the Company Confidentiality Agreement, the terms of which Agreement are hereby incorporated herein by reference. The Company Confidentiality Agreement reference (subject to any exceptions expressly set forth herein, including the last sentence of Section 6.12(d)) and shall continue in full force and effect and survive the execution Closing in accordance with its terms. From and delivery after the Closing, the restrictions on the use and disclosure of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information Evaluation Material (as defined in the Company Confidentiality Agreement) set forth in the Confidentiality Agreement shall not apply to Purchaser or its Affiliates and their respective Representatives in respect of any information solely to the extent relating to the Business, the Transferred Entities (after giving effect to the Pre-Closing Restructuring), the Transferred Assets or the Assumed Liabilities. If this Amended Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement, and Purchaser’s obligations thereunder pursuant to this Section 6.03, shall nonetheless continue in full force and effect in all respects. In the event of any conflict between the Confidentiality Agreement and this Amended Agreement, this Amended Agreement shall control until the termination of this Amended Agreement without the Closing having occurred. (b) Subject to Section 8.05(c), none The timing and content of the Parties nor any of their respective Representatives shall issue any press releases or make any initial public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain announcement regarding the confidentiality of such communications) with respect to this Original Agreement or and the Transactions or any subject matter disclosed or required to be disclosed in Ancillary Agreements and the Proxy Statement without the prior written consent of the other Parties, prior transactions contemplated hereby and thereby to the Closinggeneral public shall be mutually agreed upon in advance by Seller and Purchaser; provided, however, that each Party may make if any such announcement or other communication (i) if such announcement or other communication subsequent public disclosure is required by applicable Law Law, U.S. GAAP or by the rules and regulations of, or pursuant to any agreement of any a stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror exchange or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required trading system to be made under this Agreement by Purchaser or Seller and would vary in connection with any material respect from the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreementinitial agreed upon public announcement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions party shall be a joint press release in permitted to issue such public disclosure only if it has provided the form agreed by the Company other party with reasonable advance notice and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing on such disclosure. Seller shall not, and Acquiror Seller shall consider such comments in good faith. The Company, Acquiror and cause its Subsidiaries (including the Sponsor shall mutually agree upon (such agreement Transferred Entities) not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter)to, issue any broadly distributed communication of a press release announcing the consummation general nature to employees of the Transactions Business (including general communications relating to benefits and compensation) related to the “Closing Press Release”). Promptly after Original Agreement or this Amended Agreement or the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) transactions contemplated hereby without providing Purchaser with the Closing Press Release reasonable advance notice and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith on such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingcommunication.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it Except as set forth in connection with this Agreement Section 6.17(a), Parent and the consummation of Company hereby acknowledge and agree to continue to be bound by the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is Parent and the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in mutually agree upon a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The joint initial press release concerning this Agreement and the Transactions transactions contemplated hereby, which shall be a joint press release disseminated at such time and in the form such manner as is agreed by Parent and the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed). After such initial press release is disseminated, the Company and Parent will consult with each other and will mutually agree upon any press releases or public announcements pertaining to the transactions and shall not issue any such press releases or make any such public announcements prior to such consultation and agreement (which shall not be unreasonably withheld, delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafteror conditioned), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters except as may be reasonably necessary for required by applicable Law or by obligations pursuant to any agreement with any national securities exchange, in which case the party proposing to issue such press release or filingmake such public announcement shall use commercially reasonable efforts to consult in good faith with the other party before issuing any such press releases or making any such public announcements; provided, that (i) Parent may make any public statement to the press, analysts, investors, lenders, rating agencies, proxy advisory firms or those attending industry conferences or Parent conference calls, so long as such statements are substantially similar to previous press releases, public disclosures or public statements made jointly by Parent and the Company (or individually, if approved by the other party) and (ii) the foregoing shall not apply with respect to any press releases issued by Parent with respect to the Debt Financing or any statements to any potential lender or investor in connection with the Debt Financing.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the The terms of the Company Confidentiality Agreement, dated as of September 13, 2012, between Purchaser and Parent (the terms of which “Confidentiality Agreement”) are hereby incorporated herein by referencereference and shall continue in full force and effect and survive the Closing. The Company From and after the Closing, the restrictions on the use and disclosure of Evaluation Material (as such term is defined in the Confidentiality Agreement) set forth in the Confidentiality Agreement shall survive not apply to Purchaser or its Affiliates and their respective employees, agents or representatives in respect of any information solely to the execution and delivery of extent relating to the Business, the Company or the Company Subsidiaries. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement, and shall apply to all information furnished Purchaser’s obligations thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Actthis Section 6.03, any information contained shall nonetheless continue in any presentation to the PIPE Investors, which information may include Information (as defined full force and effect in the Company Confidentiality Agreement)all respects. (b) Subject to Section 8.05(c), none of Purchaser and Seller shall agree in advance upon the Parties nor any texts of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement releases, investor presentations and the Transactions shall be a joint press release in the form agreed by the Company securities law and Acquiror prior to stock exchange filings that announce and explain the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after transactions contemplated hereby and by the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter)Ancillary Agreements, Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by and except that each party may make any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing such disclosure as required by Securities Lawsapplicable Law; provided that, which each party and its Affiliates shall give the Sponsor shall have the other a reasonable opportunity to review and comment upon prior on such disclosure to filing the extent practicable. Thereafter, Purchaser and Acquiror Seller shall consider consult with one another in good faith such comments. In connection with in advance to the preparation extent either intends to make a publicly available statement or disclosure (including any disclosures pursuant to securities laws or stock exchange rules) about this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby that differs in a material respect from the texts agreed upon in advance of the Signing Press Releaseinitial announcement and explanation of this Agreement and the transactions contemplated hereby and by the Ancillary Agreements; and Purchaser and Seller shall agree upon the material changes to the texts thereof, the Signing Filingsuch agreement not to be unreasonably withheld, the Closing Press Release conditioned or the Closing Filingdelayed and except that each party may make any such disclosure as required by applicable law; provided that, each Party shall, upon written request by any party and its Affiliates shall give the other Party, furnish a reasonable opportunity to review and comment on such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingdisclosure to the extent practicable.

Confidentiality; Publicity. (a) Acquiror Parent acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions transactions contemplated hereby is subject to the terms of a confidentiality agreement, dated as of May 28, 2014, between Energy Capital Partners, LLC, ECP II and Dynegy (the Company “Confidentiality Agreement”), the terms of which are incorporated herein by reference. The Company Effective upon, and only upon, the Closing, the Confidentiality Agreement shall survive terminate with respect to information relating solely to the execution Acquired Companies. Each Seller acknowledges that it shall not, and delivery it shall cause its Affiliates not to, for a period of this Agreement and shall apply two (2) years after the Closing Date, disclose any Confidential Information which relates to all the Acquired Companies to anyone other than Representatives of Parent or the Acquired Companies, except (i) for any such information furnished thereunder that does not relate primarily to the Acquired Companies or hereunder and which is requested by any other activities contemplated thereby. The Company acknowledges that, Governmental Authority or that is required by applicable Law to be disclosed by it in connection with any Claim, and then, if permitted by Law, only after such Seller has given written notice to Parent of its obligation to disclose such information so that Parent may waive compliance with the PIPE Investmentprovisions of this Section 6.04(a) or be given an opportunity to obtain an appropriate protective order with respect to such disclosure, Acquiror and the Sellers shall be entitled reasonably cooperate with Parent in connection with obtaining such protective order; provided that, if in the absence of a protective order or the receipt of a waiver from Parent, such Seller has been advised by legal counsel that it is required to disclosedisclose such information, such Seller may disclose such information, and (ii) for the avoidance of doubt (and notwithstanding anything to the contrary contained in this Section 6.04), each such Seller and its Affiliates may, without the prior consent of Parent, issue any non-public release or statement or otherwise disclose information with respect to this Agreement, other transaction documents or the transactions contemplated thereby (including the Purchase Price and other terms of the Agreement or other transaction documents) to any of its Affiliates, representatives, lenders and current and potential investors, in each case which are subject to contractual confidentiality obligations with respect to the information disclosed to them (whether pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreementsuch release or statement or otherwise). (b) Subject to Section 8.05(c)None of Parent, none of the Parties nor Sellers, or any of its or their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions transactions contemplated hereby, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other PartiesSellers or Parent, prior to the Closing; providedas applicable (which consent shall not be unreasonably withheld, howeverconditioned or delayed), that each Party may make any such announcement or other communication (i) except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Exchange Act of 1934 or the Securities Act or any rules promulgated thereunder or the rules of any stock national securities exchange), in which case the disclosing Party shallSellers or Parent, as applicable, shall use their reasonable best efforts to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror coordinate or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review communicate such announcement or communication and with the opportunity Sellers or Parent, as applicable, prior to comment thereon and the disclosing Party shall consider such comments in good faithannouncement or issuance; provided, (ii) however, that, subject to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.056.04, each Party and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives its Affiliates may provide general information about the subject matter of make internal announcements regarding this Agreement and the Transactions transactions contemplated hereby to their and their Affiliates’ respective directors and officers and employees without the consent of the other Party; and provided, further, that, subject to Section 6.01 and this Section 6.04, the foregoing shall not prohibit any direct or indirect current or prospective investor (including in connection Party from communicating with third parties to the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialextent necessary for the purpose of seeking any third party consent. (c) The initial press release concerning Notwithstanding the provisions of the Confidentiality Agreement or subsections (a) and (b) hereof, nothing in this Agreement or the Confidentiality Agreement shall prevent Parent or any of its Subsidiaries from disclosing any information, including “Evaluation Material” and the Transactions Required Financial Information (i) to any Financing Party in connection with any Financing so long as (A) such recipient shall be a joint press release subject to confidentiality obligations consistent with those set forth in the form agreed by second paragraph of Section 9 of the Company Commitment Letter (as in effect on the date hereof) and Acquiror prior (B) Parent and its Affiliates enforce their rights under the Commitment Letter as in effect on the date hereof with respect to the execution confidentiality of this Agreement such information, (ii) in an offering circular, prospectus, bank book, comfort letters or private placement memorandum in connection with any Financing, (iii) for the purposes of establishing a “due diligence” defense in connection with any Financing, (iv) to the extent reasonably necessary to perform any diligence with respect to, or confirm the accuracy of the Required Financial Information or (v) with Sellers’ consent, as applicable; provided, that any disclosure of any Required Financial Information that is the subject of the Potential Buyer Agreement, dated as of August 18, 2014, by and such initial press release between Deloitte & Touche LLP and Dynegy (the “Signing Press ReleasePotential Buyer Agreement”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) comply with the Signing Press Release Potential Buyer Agreement. In addition to, and a description not in limitation of, the above, in furtherance of this Agreement as required by Securities LawsSellers’ obligations under Section 6.19, which Parent or any of its Subsidiaries may disclose any information, including Evaluation Material, to any Financing Party involved in the Company shall have preparation of the opportunity information provided pursuant to review and comment upon Section 6.19 to the extent reasonably necessary to perform any diligence with respect to, or confirm the accuracy of, the Required Financial Information, in each case subject to (x) the Sellers’ prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon consent (such agreement not to be unreasonably withheld, conditioned or delayed by delayed), (y) the recipient of such information being subject to the confidentiality obligations under the Confidentiality Agreement and this Agreement and (z) such disclosure of any Required Financial Information that is the subject of the Potential Buyer Agreement being made in accordance with the terms thereof. Notwithstanding the foregoing, Parent and its Affiliates shall not disclose any information, including any Evaluation Material, that would cause any of them) and, as promptly as practicable after the Closing (but Acquired Companies to be in breach or default under any event within four Business Days thereafter), issue a press release announcing the consummation representation or warranty of the Transactions (the “Closing Press Release”). Promptly after the Closing (but Acquired Companies set forth in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingthis Agreement.

Confidentiality; Publicity. (a) Acquiror FTAC acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions transactions contemplated hereby is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror FTAC shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information Evaluation Material (as defined in the Company Confidentiality Agreement), in accordance with the terms of the Confidentiality Agreement. (b) Subject to Section 8.05(c)None of FTAC, none of the Parties nor PGHL or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions transactions contemplated hereby, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other PartiesPGHL or FTAC, prior to the Closing; providedas applicable (which consent shall not be unreasonably withheld, howeverconditioned or delayed), that each Party may make any such announcement or other communication (i) except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any stock national securities exchange), in which case the disclosing Party shallFTAC or PGHL, as applicable, shall use their commercially reasonable efforts to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior obtain such consent with respect to the Closing), to review such announcement or communication and with the opportunity other Party, prior to comment thereon and the disclosing Party shall consider such comments in good faithannouncement or issuance; provided, (ii) however, that, subject to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.059.06, each Party and its Affiliates may make announcements regarding the status and terms (iiiincluding price terms) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions transactions contemplated hereby to any their respective directors, officers, employees, direct or and indirect current or prospective investor (including limited partners and investors or otherwise in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and confidential without the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution consent of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party; and provided, furnish such other further, that subject to Section 7.02 and this Section 9.06, the foregoing shall not prohibit any Party from communicating with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably third parties to the extent necessary for such press release the purpose of seeking any third party consent; provided, further, that notwithstanding anything to the contrary in this Section 9.06(b), nothing herein shall modify or filingaffect FTAC’s obligations pursuant to Section 9.03.

Confidentiality; Publicity. In furtherance of the confidentiality restrictions set forth in Sections 4.2 and 9.1(d), prior to the Closing (aand for an additional twelve (12) Acquiror acknowledges that month period after Closing as it relates to information related to any assets other than the assets of the Company, including any assets of Seller or any of its Affiliates other than the Company) and after any termination of this Agreement, as applicable, Buyer shall hold, and shall cause its Affiliates and its and their respective representatives to hold, in confidence, all confidential documents and information being provided concerning Seller and the Company furnished to it Buyer or its representatives in connection with this Agreement and the consummation transactions contemplated hereby in the manner specified in the Confidentiality Agreement. After Closing, Seller shall hold, and shall cause its Affiliates and its and their respective representatives to hold, in confidence, all confidential documents and information concerning the Company known or held by Seller, Seller’s Affiliates or their representatives, in the same manner and terms as specified in the confidentiality and non-disclosure obligations of the Transactions “Recipient” (as such term is subject to defined in the terms of Confidentiality Agreement) as set forth in the Company Confidentiality Agreement, mutatis mutandis as if Buyer were the terms party disclosing confidential information thereunder, for a period of which are incorporated herein by referencetwelve (12) months following the Closing. The Company Notwithstanding anything to the contrary in the Confidentiality Agreement shall survive the execution and delivery of or this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges thatSection 9.5, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior no Party shall issue any press release or make any announcement to the Closing; providedgeneral public pertaining to this Agreement or the transactions contemplated hereby or otherwise disclose the existence of this Agreement and the transactions contemplated hereby and thereby to any Third Party, however, that each Party except (a) as may make any such announcement or other communication (i) if such announcement or other communication is be required by applicable Law or the rules of by obligations pursuant to any stock listing agreement with any national securities exchange, in which case the disclosing Party shallproposing to issue such press release or make such public announcement or make such disclosure shall use commercially reasonable efforts to consult in good faith with the other Party before issuing any such press releases or making any such announcements or disclosures to the general public, (b) in connection with the procurement of any necessary consents, approvals, payoff letters, and financing in connection with this transaction, and similar documentation and (c) that each Party may disclose the terms of this Agreement to their respective current and prospective debt and equity investors, accountants, legal counsel and other representatives as necessary in connection with the ordinary conduct of their respective businesses; provided that such persons agree to keep the terms of this Agreement strictly confidential. Notwithstanding the foregoing, to the extent permitted by applicable Lawapplicable, first allow (A) each Party and its direct and indirect equityholders and their respective Affiliates may disclose to their direct and indirect limited partners and members such information as is customarily provided to current or prospective limited partners in private equity funds or other similar financial investment funds; provided further, however, that, with respect to Seller, Seller’s Affiliates or their representatives, the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party foregoing obligation of confidence shall consider such comments in good faith, (ii) not apply to the extent such announcements necessary to enforce the Seller’s rights or other communications contain only make any claims under this Agreement and/or any Related Agreement. Notwithstanding anything contained herein to the contrary, Seller and its Controlled Affiliates may disclose information previously disclosed in a public statement, press release or other communication previously approved in accordance with that is subject to the confidentiality obligations under this Section 8.05, 9.5 to actual and potential debt and equity investors (iiiand their representatives) to Governmental Authorities in connection with ordinary course fundraising activities of Seller or any consents required of its Controlled Affiliates (subject to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialthereof being bound by customary confidentiality obligations with respect thereto). (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges The Property Owners agree that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject shall not be recorded in any public real estate registry. Transferee agrees to the terms of the Company Confidentiality Agreementmaintain in confidence through Closing, the terms of which are incorporated herein unless otherwise required by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder applicable Law, reporting requirements or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled accounting or auditing standards to disclose, pursuant all material and information received from the Property Owners or otherwise regarding the Property. In the event the parties' obligations to complete the transaction contemplated by this Agreement are terminated, upon Property Owners' written request, Transferee shall promptly return to the Exchange ActProperty Owners, any information contained in any presentation or destroy, all materials delivered to Transferee by the Property Owners and all copies thereof. The Property Owners and Transferee agree that, prior to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c)Closing Date, none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social mediathem, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Partiesother, prior shall publicly or privately reveal any information relating to the Closing; providedexistence or terms and conditions of the transaction contemplated hereby, however, except as permitted below in this Section or in any other Confidentiality Agreement entered into by of the parties hereto. The parties agree that each Party may make nothing in this Section shall prevent a party from disclosing any such announcement or other communication information otherwise deemed confidential under this Section (i) if such announcement in connection with its enforcement of its rights hereunder, or (ii) pursuant to any legal requirement, including, without limitation, any Securities Laws, any reporting requirement or any accounting or auditing standard or any court order. The Property Owners and Transferee further agree that nothing in this Section shall prevent any of them from disclosing any information otherwise deemed confidential under this Section to its respective agents, employees, counsel and other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, third parties to the extent permitted by applicable Law, first allow (A) reasonably necessary to perform due diligence and complete the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactionstransaction contemplated hereby. Notwithstanding anything to the contrary in contained herein, all publicity concerning the transaction contemplated by this Section 8.05 or otherwise in Agreement shall be subject to the reasonable approval of Transferee and the Property Owners. This provision shall survive termination of this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges Except as may be required by Law, stock exchange rule or as otherwise expressly contemplated herein, no Party or their respective Affiliates, employees, agents or representatives shall disclose to any third party this Agreement, the subject matter or terms hereof or any such Confidential Information concerning the business or affairs of any other Party which it may have acquired from such Party in the course of pursuing the Transactions without the prior written consent of the Sellers or Buyer, as the case may be; provided, however, any Party may disclose any such Confidential Information as follows: (a) to such Party’s Affiliates and its or its Affiliates’ employees, lenders, counsel or accountants, who shall also be subject to the requirements of this Section 4.8; (b) to comply with any applicable Law or Order, (other than with respect to Taxes and Tax matters), provided that prior to making any such disclosure the Party making the disclosure notifies the other Party of any Action of which it is aware which may result in disclosure and uses its Best Efforts to limit or prevent such disclosure; (c) to the extent that the Confidential Information is or becomes generally available to the public through no fault of the Party or its Affiliates making such disclosure; (d) to the extent that the same information being provided is already known by the Party making such disclosure prior to it receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information without in connection with this Agreement any way relying on any Confidential Information; (f) to the extent that the same information becomes available to the Party making such disclosure on a non-confidential basis from a source other than a Party or its Affiliates, which source, to the Knowledge of the disclosing Party, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the other Party; and (g) either Party may disclose the consummation “tax treatment” or “tax structure” (as those terms are defined in Treas. Reg. §§ 1.6011-4(c)(8) and (9), respectively) of the Transactions is subject and all materials of any kind (including opinions or other tax analyses) that are provided to the terms Parties relating to such “tax treatment” or “tax structure” of the Company Confidentiality AgreementTransactions, except that “tax structure” or “tax treatment” shall not include the terms identity of which any existing or future Party or its Affiliates. If the Transactions are incorporated herein by reference. The Company Confidentiality Agreement shall survive not consummated, each Party will return or destroy as much of the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any Confidential Information concerning the other activities contemplated thereby. The Company acknowledges that, in connection with Parties as the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which Parties that have provided such information may include Information (as defined in the Company Confidentiality Agreement)reasonably request. (b) Subject The initial press release relating to Section 8.05(c)this Agreement shall be a joint press release the text of which has been agreed to by Sellers Representative and Buyer. Thereafter, none unless otherwise required by applicable Law or the rules or requirements of the NYSE, Buyer and the Seller Parties nor any of shall each use their respective Representatives shall issue Best Efforts to consult with each other before issuing any press releases release or make otherwise making any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) statements with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreementforegoing, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial no press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed issued by the Company and Acquiror Seller Parties without Buyer’s prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Lawsapproval, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement approval will not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant thereby prior to the Exchange Act, any information contained in any presentation to Effective Time (at which time the PIPE Investors, which information may include Information (as defined in the Company Confidentiality AgreementAgreement shall terminate and be of no further force or effect). (b) Subject to Section 8.05(c)None of Acquiror, none of the Parties nor Company or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions Transactions, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other PartiesCompany or Acquiror, prior to the Closing; providedas applicable (which consent shall not be unreasonably withheld, howeverconditioned or delayed), that each Party may make any such announcement or other communication (i) except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any stock national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) Acquiror or the Company, if as applicable, shall use their commercially reasonable efforts to obtain such consent from the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior other Party with respect to the Closing), to review such announcement or communication and the opportunity communication, prior to comment thereon and the disclosing Party shall consider such comments in good faithits announcement or issuance; provided, (ii) that, subject to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.059.06, each Party and its Affiliates may make announcements regarding the status and terms (iiiincluding price terms) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any their respective directors, officers, employees, direct or and indirect current or prospective investor (including limited partners and investors or otherwise in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and confidential without the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution consent of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party; provided further, furnish such other that subject to Section 7.02 and this Section 9.06, the foregoing shall not prohibit any Party from communicating with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably third parties to the extent necessary for such press release the purpose of seeking any third party consent; and, provided further, that notwithstanding anything to the contrary in this Section 9.06(b), nothing herein shall modify or filingaffect Acquiror’s obligations pursuant to Section 9.02.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the The terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all any information furnished thereunder provided to Seller or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, Purchaser pursuant to the Exchange ActTransaction or this Agreement. (b) From and after the Closing, any Seller and Parent shall retain in place procedures to keep confidential, and cause their respective Affiliates and their respective officers, directors, employees, and other Representatives to keep confidential and not use, all confidential and proprietary information contained in any presentation relating to the PIPE InvestorsProduct, which the Purchased Assets or the Assumed Liabilities, and keep such information may include confidential to the same extent Allergan was required to keep confidential the Information (as defined in the Company Confidentiality Agreement)) under the Confidentiality Agreement. Effective upon the Closing, upon written request of Purchaser, from time to time, Seller and Parent shall (at Purchaser’s cost and expense) use reasonable efforts to enforce Seller’s and Parent’s rights with respect to the use and maintenance of confidential information relating to the Product or the Purchased Assets under all confidentiality agreements between Seller or Parent and any other potential acquirer of the Product or the Purchased Assets that were entered into in contemplation of the sale of the Product or the Purchased Assets. Neither Seller nor Parent shall waive or release Seller’s or Parent’s rights under such confidentiality agreements with respect to the use and maintenance of such confidential information with respect to the Product or the Purchased Assets. (bc) Subject to Section 8.05(c), none The Parties shall jointly agree upon the necessity and content of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social mediarelease in connection with execution of this Agreement. Any other publication, news feeds, chat rooms release or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect public announcement by a Party relating to this Agreement or to the Transactions or performance hereunder shall first be reviewed and consented to in writing by the other Party; provided, however, that notwithstanding any subject matter disclosed or required to be disclosed contrary term contained in the Proxy Statement Confidentiality Agreement, (i) any disclosure that is required by Law, as advised by a Party’s counsel, may be made without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faithParty, (ii) a Party may make disclosure regarding subject matter of this Agreement or the Transaction to its employees, consultants, collaborators, licensees, business partners, investors, potential investors, acquirors and potential acquirors, provided that, in the case of this clause (ii), such disclosing Party, prior to making such disclosure to any third party (other than employees), consults with the other Party and provides the other Party an opportunity to provide reasonable input regarding the process and content of such disclosure and such third party enters into a confidentiality agreement which is expressly enforceable by the other Party, in addition to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05disclosing Party, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives Party may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing or public announcement if the consummation contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party, without the prior written consent of the Transactions other Party. To the extent practicable, the disclosing Party shall give at least three (the “Closing Press Release”). Promptly after the Closing (but in any event within four 3) Business Days after advance notice of any such legally required disclosure to the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as Party may provide any comments on the proposed disclosure during such period and if not practicable, such lesser practicable period, if any. Notwithstanding any contrary term contained in this Agreement or the Confidentiality Agreement, to the extent that either Party determines that this Agreement, a summary thereof or a notification thereof is required to be registered or filed to comply with the requirements of an applicable stock exchange or exchange regulation or any Governmental Authority, including the SEC, such Party shall give at least two (2) Business Days advance written notice of any such required disclosure to the other Party. Prior to making any such filing, registration or notification, the Parties shall consult with respect thereto regarding confidentiality. The Parties shall cooperate, each at its own expense, in such filing, registration or notification, including any confidential treatment request, and shall execute all documents reasonably necessary for such press release or filingrequired in connection therewith.

Confidentiality; Publicity. (a) Acquiror acknowledges Except as may be required by Law, stock exchange or as otherwise expressly contemplated herein, no Party nor their respective Affiliates and Representatives will disclose to any third party any Confidential Information concerning the business or affairs of any other Party that it may have acquired from such Party in the course of pursuing the Transactions without the prior written consent of such other Party; provided, however, any Party may disclose any such Confidential Information as follows: (i) to such Party’s Affiliates and its or its Affiliates’ Representatives, the actions for which the applicable Party will be responsible, to the extent reasonably necessary to fulfill such disclosing Party’s obligations under Section 5.2, Section 5.3(b) and Section 5.3(c); (ii) to comply with any Law or order, provided that prior to making any such disclosure the Party making the disclosure notifies the other Party of any Action of which it is aware which may result in disclosure and uses its commercially reasonable efforts to limit or prevent such disclosure; (iii) to the extent that the information being provided Confidential Information is or becomes generally available to it in connection with this Agreement and the consummation public through no fault of the Transactions is subject Party or its Affiliates making such disclosure; (iv) to the terms extent that the Party that received the Confidential Information can demonstrate that it independently developed the same information without in any way relying on any Confidential Information; or (v) to the extent that the same information becomes available to the Party making such disclosure on a non-confidential basis from a source other than a Party or its Affiliates, which source, to the disclosing Party’s Knowledge, is not prohibited from disclosing such information by a legal, contractual, or fiduciary obligation to the other Party. If the Transactions are not consummated, each Party will return or destroy as much of the Company Confidentiality AgreementConfidential Information concerning the other Party as the Parties that have provided such information may reasonably request, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Actextent permitted under applicable Law, any information contained in any presentation to the PIPE Investorsextent related to a Transaction that has not been consummated (including de-identified and aggregated data related to a Pharmacy for which no Closing occurs, which information may include Information (as defined and in the Company Confidentiality Agreementcase of such data, such return or destruction to be certified by Buyer in writing). (b) Subject to Section 8.05(c)Except as may be required by Law, none of the Parties stock exchange or as otherwise expressly contemplated herein, neither Buyer nor any of their respective Representatives Seller shall issue any press releases release or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to publicly disclose this Agreement or the Transactions or any dealings between or among the Parties in connection with the subject matter disclosed or required to be disclosed in the Proxy Statement hereof without the prior written consent approval of the other PartiesParty, prior to which approval shall not be unreasonably withheld. In the Closing; provided, however, event that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved public disclosure shall be required, the Party required to issue such release or other disclosure shall consult in accordance good faith with this Section 8.05, the other Party hereto with respect to the form and (iii) substance of such release or other disclosure prior to Governmental Authorities in connection with any consents required the public dissemination thereof. The Parties will use good faith efforts to agree upon the text of a joint announcement to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, by the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct at or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialafter Closing. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges Each Party agrees that during the information being provided to it in connection with this Agreement Interim Period and for a period of three (3) years after the consummation expiry of the Transactions is subject to the terms of the Company Confidentiality AgreementInterim Period, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement they shall, and shall apply to all information furnished thereunder or hereunder cause their respective Representatives to: (i) treat and hold in strict confidence any Confidential Information of any other activities contemplated thereby. The Company acknowledges thatParty that is disclosed to such Party or its Representatives, and, without the disclosing Party’s prior written consent, will not use such Confidential Information for any purpose, except in connection with the PIPE Investmentevaluation, Acquiror negotiation and consummation of the transactions contemplated by this Agreement or any other Ancillary Document, performing their obligations hereunder or thereunder or enforcing their rights hereunder or thereunder (collectively, the “Permitted Purposes”), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any Confidential Information, except that each Party may disclose any Confidential Information (i) to its Affiliates, and its and its Affiliates’ respective directors, officers, employees, partners, professional advisors, investors and permitted transferees, in each case on a need-to-know basis only for any of the Permitted Purposes and where such Persons are under appropriate nondisclosure obligations; (ii) to the extent required by applicable Laws or (iii) with respect to Five Elms, to its current or potential investors as part of its fundraising, marketing, information or reporting activities in the ordinary course of business, in each case (A) subject to the existence of customary contractual confidentiality obligations with respect thereto or (B) with respect to which the recipients have been instructed to keep such Confidential Information confidential. In the event that a Party or any of its Representatives, during the Interim Period and for a period of three (3) years after the expiry of the Interim Period, becomes legally required to disclose any Confidential Information of any other Party, such Party shall provide the disclosing Party to the extent legally permitted with prompt written notice of such requirement so that the disclosing Party or a Representative thereof may seek, at the disclosing Party’s cost, a protective order or other remedy, and in any event, it shall furnish only that portion of the Confidential Information which is legally required to be provided and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. Notwithstanding the foregoing, each Party and its Representatives shall be entitled permitted to disclose, pursuant disclose any and all Confidential Information to the Exchange Actextent required by the Federal Securities Laws, the staff of the SEC or the rules of the Nasdaq. Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that Five Elms is engaged in the business of venture capital and private equity investing and may from time to time invest in entities that develop and utilize technologies, products or services that are similar to or competitive with those of each Party, and this Agreement shall not prevent Five Elms from (x) evaluating or engaging in investment discussions with, or investing in or acquiring, any information contained third party, (y) engaging in or operating any business, in each case whether or not competitive with any Party, or (z) sharing Confidential Information with Five Elms’ owners in connection with customary performance and tax reporting communications; provided, that, in each case, neither Five Elms nor its Representatives otherwise breach Section 7.09 of this Agreement. In addition, nothing in this Section 7.09 shall in any presentation way apply to any portfolio company of Five Elms so long as the PIPE InvestorsConfidential Information is not disclosed to such portfolio companies. The Parties acknowledge that Five Elms’ review of the Confidential Information will inevitably enhance Five Elms’ knowledge and understanding of the Business in a way that cannot be separated from Five Elms’ other knowledge, which information and the Parties agree that this Section 7.09 shall not restrict Five Elms in connection with the purchase, sale, consideration of, and decisions related to other investments and serving on the boards of such investments in such industries. The Parties acknowledge that Five Elms or its Affiliates, managers, directors, officers or employees may include serve as directors of portfolio companies of investment funds managed by Affiliates of Five Elms, and the Parties that such portfolio companies will not be deemed to have received Confidential Information (as defined in solely because any such individual serves on the Company Confidentiality Agreement)board of such portfolio company; provided, that, such individual has not provided such portfolio company or any other director, officer, employee, or other Representative of such portfolio company with Confidential Information. (b) Subject to Section 8.05(c), none None of the Parties nor or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions Transactions, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication of: (i) (in the case where ListCo or any of their respective Affiliates proposes to make such public announcement or communication) the Company; or (ii) (in the case where the Company or any of its Affiliates proposes to make such public announcement or communication) ListCo, (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or the rules of any stock exchangeLaw, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) ListCo or the Company, if the disclosing party is Acquiror or (B) Acquiroras applicable, if the disclosing party is the Company (prior shall use their reasonable best efforts to the Closing), to review coordinate such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything other Party, prior to announcement or issuance; provided that each Party and its Affiliates may make disclosure regarding the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror status and their respective Representatives may provide general information about the subject matter terms (including price terms) of this Agreement and the Transactions to any direct their respective Affiliates, Representatives and limited partners or indirect current or prospective investor (including investors in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information strictly confidential; and provided that the foregoing shall not prohibit any Party from communicating with third parties to the extent necessary for the purpose of seeking any third party consent or with any Governmental Authorities under Section 7.01. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter)and/or Closing of the Transactions contemplated herein, Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release ListCo and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a mutually agreed joint press release announcing the consummation execution of this Agreement and/or Closing of the Transactions (contemplated herein; provided that, subject to ListCo’s review and consent, which will not be unreasonably withheld or delayed, Five Elms may issue its own press release announcing the “execution of this Agreement and/or Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which Transactions contemplated herein to the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith extent that such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingcommunication.

Confidentiality; Publicity. (a) Acquiror acknowledges All information, instruments, documents and details concerning the respective Hospital Operations of Seller prior to the Effective Time and Buyer after the Effective Time are strictly confidential, and Seller and Buyer covenant and agree that they will not, nor will they allow any of their respective officers, directors, employees, attorneys or agents (including professional advisors) to, reproduce, distribute or disclose any matters relating to the information being provided to it in connection with this Agreement and the consummation business of the Transactions is subject other or relating to the terms of the Company Confidentiality proposed Transactions, this Agreement, its negotiation, terms, provisions or conditions, including the terms of which are incorporated herein by reference. The Company Confidentiality Agreement Purchase Price (collectively, the “Confidential Information”), except for disclosure to their respective professional advisors (who shall survive be similarly bound) as reasonably necessary to effect the execution Transactions contemplated hereby and delivery in a manner consistent with the provisions of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall except as may otherwise be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement)required by Applicable Law. (b) Subject Notwithstanding the foregoing, (i) nothing contained in this Section 7.06 shall prohibit either Buyer or Seller from disclosing the Transactions contemplated hereby to Section 8.05(c)Governmental Authorities to the extent reasonably necessary to obtain the Licenses, none participations and accreditations contemplated hereby or any other Governmental Authority approvals as may be required for the Transactions contemplated hereby; (ii) Buyer and Seller shall be entitled to disclose to third parties such information regarding the Transactions contemplated hereby as is necessary to obtain such third parties’ consents to the assignment of any Assumed Contract; (iii) each Party shall be entitled to disclose any information relating to a breach by another Party of any of its obligations under this Agreement, but only in connection with a Proceeding, and (iv) disclosures required by any Legal Requirements are permitted. (c) Without limiting the generality of the Parties nor foregoing, except as specifically permitted by this Section 7.06 or as required by any of their respective Representatives shall issue any press releases or make any Legal Requirement, no public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are disclosure of the proposed sale or acquisition of the Purchased Assets or lease of the Lease Assets or any Confidential Information shall be made by or on behalf of either Buyer or Seller without the prior written consent of the other Party and such other Party’s prior approval of the form and content of the same, which consent and approval shall not otherwise obligated to maintain be unreasonably withheld or delayed. (d) Except as specifically permitted by this Section 7.06, each Party shall keep all Confidential Information obtained from any other Party either before or after the confidentiality date of such communications) with respect to this Agreement confidential, and no Party shall directly or the Transactions indirectly, use, transfer, distribute, disclose or reveal such information to, nor produce copies of any subject matter disclosed such written information for, any Person outside its management group or required to be disclosed in the Proxy Statement its professional advisors without the prior written consent of the other Parties, prior unless the disclosing Party is compelled or required to disclose such information by judicial or administrative process or by any other Legal Requirements (including applicable securities laws). Notwithstanding the Closing; providedforegoing, howeverin the event that Seller receives a Texas Public Information Act (“TPIA”) request for Buyer’s Confidential Information, that each Party may make any such announcement or other communication Seller agrees to: (i) if promptly (within 2 business days of receipt of a TPIA request) notify Buyer of such announcement or other communication is required by applicable Law or the rules of any stock exchangerequest for disclosure, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. Except as may be required by Law or the rules and regulations of any applicable stock exchange or as otherwise expressly contemplated herein, no Party or their respective Affiliates, employees, agents, and representatives will disclose to any third party the existence of this Agreement, the subject matter or terms hereof or any Confidential Information concerning the business or affairs of any other Party that it may have acquired from such Party in the course of pursuing the Transactions without the prior written consent of Seller or Buyer, as the case may be; provided, however, any Party may disclose any such Confidential Information as follows: (a) Acquiror acknowledges to such Party's Affiliates and its or its Affiliates' employees, lenders, counsel, or accountants, the actions for which the applicable Party will be responsible; (b) to comply with any applicable Law or Order or rule or regulation of any applicable securities exchange, provided that prior to making any such disclosure the Party making the disclosure notifies the other Party of any Action of which it is aware which may result in disclosure and uses commercially reasonable efforts to limit or prevent such disclosure; (c) to the extent that the information being provided Confidential Information is or becomes generally available to it in connection with this Agreement and the consummation public through no fault of the Transactions is subject Party or its Affiliates making such disclosure; (d) to the terms extent that the same information is in the possession (on a non-confidential basis) of the Company Confidentiality Party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information without in any way relying on any Confidential Information; or (f) to the extent that the same information becomes available to the Party making such disclosure on a nonconfidential basis from a source other than a Party or its Affiliates, which source, to the disclosing Party's knowledge, is not prohibited from disclosing such information by a legal, Contractual, or fiduciary obligation to the other Party. If the Transactions are not consummated, each Party will return or destroy as much of the Confidential Information concerning the other Party as the Parties that have provided such information may reasonably request. At or after execution of this Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties will issue a mutually agreed press release; provided that neither Seller nor any of their respective Representatives shall its Affiliates on the one hand, nor Buyer nor any of its Affiliates on the other hand, will issue any additional press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms release or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect public announcement related to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing's prior approval.

Confidentiality; Publicity. The parties hereto (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include party disclosing Confidential Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(cbelow), none of the Parties nor “Disclosing Party”, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose to any of their respective Representatives shall issue any press releases person or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to entity this Agreement or the Transactions terms or conditions hereof, any information concerning other’s pricing, or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closingnon-public information (“Confidential Information”); provided, however, that each Party may make Confidential Information shall not be deemed to include any such announcement or other communication information (i) if such announcement independently developed by a Receiving Party without breach of this Agreement or other communication is required any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by applicable Law or the rules of any stock exchangeDisclosing Party, in which case the disclosing Party shall, (iii) becomes generally available to the extent permitted public other than as a result of disclosure of such information by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror Receiving Party in breach of this section or (Biv) Acquiror, if the disclosing party is the Company (prior becomes available to the Closing)Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to review (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, information; (ii) to accountants and counsel for the extent Receiving Party and its affiliates whose duties and responsibilities require knowledge of such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and information; (iii) to Governmental Authorities other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any consents required action by either the Disclosing Party or the Receiving Party to be made enforce rights and obligations under this Agreement Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or in connection entity with whom the TransactionsReceiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Notwithstanding anything Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the contrary in this Section 8.05 or otherwise in this AgreementReceiving Party from the Disclosing Party, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions Receiving Party shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with take all information concerning itself, its directors, officers and equityholders, and such other matters as may be steps reasonably necessary for to protect against unauthorized access, use, modification, disclosure or other misuse of such press release or filinginformation.

Confidentiality; Publicity. (a) Acquiror acknowledges that the All information being provided to it in connection with furnished under this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder either party or hereunder and any other activities contemplated thereby. The Company acknowledges that, its representatives will be held in connection confidence in accordance with the PIPE InvestmentNon-Disclosure Agreement signed by the parties dated October 4, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall 2011. Neither party will issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) release describing this transaction except with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent approval of the other Parties, prior to the Closingparty; provided, however, if a party determines, based upon advice of counsel, that each Party a press release or public announcement is required, or reasonably necessary to comply with, the rules and regulations of the OTC Market or any other securities exchange on which either party’s shares are listed, such party may make any such announcement press release or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchangepublic announcement, in which case that party shall use commercially reasonable efforts to provide the disclosing Party shallother party reasonable time to comment on such release or announcement in advance of such issuance, and nothing in this Agreement shall preclude Seller from communicating with its shareholders with respect to this transaction. Buyer acknowledges that Seller shall be required to provide information to its shareholders subsequent to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior Effective Date in order to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with solicit approval for completion of this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactionstransaction. Notwithstanding the foregoing, or anything to the contrary in this Section 8.05 or otherwise the Non-Disclosure Agreement referenced above, Seller acknowledges that after Closing Date Buyer will be unrestricted in this Agreementits right to use and disclose information related to the Subject Assets and with respect to the Liabilities, and the Parties agree that the Sponsor, Acquiror existence and their respective Representatives may provide general information about the subject matter terms of this Agreement transaction. Buyer acknowledges that after Closing Date Seller will be unrestricted in its right to disclose such information and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, existence and terms of this transaction so long as such recipients are obligated to keep disclosure is for the purpose of obtaining Shareholder Approval of this transaction or is required by applicable law or stock exchange requirements based upon reasonable advice of counsel or is required by the Seller’s certified public accountants or is in connection with Seller’s enforcement of its rights under this Agreement or any related agreement, except none of the foregoing shall restrict Seller from disclosing any such information confidential. that (a) is available to the public on the Closing Date, (b) thereafter becomes available to the public other than as a result of a disclosure by Seller or any of its affiliates, representatives or employees, or (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior is or becomes available to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned Seller or delayed by any of them) andits affiliates, representatives or employees on a non-confidential basis from a source that to the Seller’s or such other person’s knowledge, as promptly as practicable after the Closing (but in any event within four Business Days thereafter)applicable, issue is not prohibited from disclosing such information to Seller or such other person by a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing)legal, Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity contractual or fiduciary obligation to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingperson.

Confidentiality; Publicity. 12.1 Each Party shall hold in confidence: (a) Acquiror acknowledges any information provided or supplied by the other Party or its Representatives (as defined below) that is marked confidential, including such information as may have been provided or supplied prior to the Effective Date; (b) the Scope of Work and all exhibits thereto; and (c) the contents of this Feasibility Agreement (collectively, “Confidential Information”). Notwithstanding the foregoing, the following categories of information being will not constitute Confidential Information: 12.1.1 information that was in the public domain prior to receipt thereof by such Party or that subsequently becomes part of the public domain by publication or otherwise except by a wrongful act of such Party or its Representatives; 12.1.2 information that such Party can show was lawfully in its possession prior to receipt thereof from the other Party through no breach of any confidentiality obligation; 12.1.3 information received by such Party from a third party having no obligation of confidentiality with respect thereto; and 12.1.4 information at any time developed independently by such Party provided that it is not developed from otherwise Confidential Information. 12.2 Notwithstanding anything herein to it the contrary, a Party may disclose Confidential Information as follows: 12.2.1 Confidential Information may be disclosed pursuant to and in conformity with applicable laws or in connection with this Agreement and any legal proceedings, provided that the consummation of the Transactions is subject Party required to disclose such information shall give prior notice to the terms other Party of such required disclosure and, if so requested by the Company Confidentiality Agreementother Party, shall use all reasonable efforts to oppose the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive requested disclosure as appropriate under the execution and delivery of this Agreement and shall apply circumstances or to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges thatseek, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms through a protective order or other similar electronic platforms for communicating to persons who are not otherwise obligated appropriate mechanism, to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter Confidential Information; 12.2.2 Confidential Information may be disclosed or as required to be disclosed under securities laws applicable to publicly traded companies and their subsidiaries; 12.2.3 In the case of Utility, Confidential Information may, without providing notice thereof to Applicant, be disclosed to regulatory agencies with jurisdiction over Utility and their staffs, including the California Public Utilities Commission (“CPUC”) and the Federal Energy Regulatory Commission; 12.2.4 Confidential Information may be disclosed to affiliates, subcontractors, employees, directors, officers, agents, advisors or representatives (collectively, “Representatives”) of such Party solely as necessary in connection with the Proxy Statement without Services; provided that (a) each such Representative is informed of the prior confidential nature of the Confidential Information, (b) such Party shall require each such Representative to adhere to the provisions of this Article, and (c) such Party shall be liable to the other Party for any disclosure by any Representative in violation of the terms of this Article; and 12.2.5 either Party may disclose Confidential Information with the express written consent of the other PartiesParty, prior to the Closing; providedwhich consent shall not be unreasonably conditioned, howeverwithheld, or delayed. 12.3 It is agreed that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or shall be entitled to relief both at law and in equity, including injunctive relief and specific performance, in the rules event of any stock exchangebreach or anticipated breach of this Article, in which case without proof of any actual or special damages. 12.4 All right and title to, and interest in, a Party’s Confidential Information shall remain with such Party. All Confidential Information obtained, developed or created by or for Utility exclusively for the disclosing Party shallServices, including copies thereof, is the exclusive property of Utility whether delivered to Company or not. No right or license is granted to Company or any third party respecting the use of Confidential Information by virtue of this Feasibility Agreement, except to the extent permitted by applicable Lawrequired for Utility’s performance of its obligations hereunder. Company shall deliver the Confidential Information, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing)including all copies thereof, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialUtility upon request. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that Except as may be required by Law, stock exchange regulations or as otherwise expressly contemplated herein, no party or their respective Affiliates and Representatives will disclose to any third party the information being provided to it in connection with existence of this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the subject matter or terms hereof or any Confidential Information concerning the business or affairs of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, party which information it may include Information (as defined have acquired from such party in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none course of pursuing the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement transactions contemplated hereby without the prior written consent of Seller, the other PartiesCompany or Purchaser as the case may be, prior to the Closingwhich consent shall not be unreasonably withheld; provided, however, that each Party any party may make disclose any such announcement Confidential Information as follows: (a) to such party’s Affiliates and its or other communication its Affiliates’ employees, lenders, counsel, or accountants, the actions for which the applicable party will be responsible; (ib) if such announcement or other communication is required by to comply with any applicable Law or order, provided that prior to making any such disclosure the rules party making the disclosure notifies the other party of any stock exchange, Action of which it is aware that may result in which case the disclosing Party shall, disclosure and uses its best efforts to the extent permitted by applicable Law, first allow limit or prevent such disclosure; (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (iic) to the extent that the Confidential Information is or becomes generally available to the public through no fault of the party or its Affiliates making such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and disclosure; (iiid) to Governmental Authorities the extent that the same information is in connection with the possession of the party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the party that received the Confidential Information independently develops the same information without in any consents required way relying on any Confidential Information; or (f) to be made under the extent that the same information becomes available to the party making such disclosure on a nonconfidential basis from a source other than a party or its Affiliates, which source, to the disclosing party’s knowledge, is not prohibited from disclosing such information by a legal, contractual, or fiduciary obligation to the other party. If the transactions contemplated by this Agreement are not consummated, each party will return or in connection with destroy as much of the Transactions. Notwithstanding anything to Confidential Information concerning the contrary in this Section 8.05 or otherwise in this Agreement, other party as the Parties agree parties that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep have provided such information confidentialmay reasonably request. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that the All written information being provided to it in connection with marked as confidential and exchanged between WFH and Ortho while this Agreement and the consummation is in effect shall be treated as confidential information unless one of the Transactions is subject exceptions set out below applies. The party receiving such confidential information shall not, for so long as that information retains its character as confidential information, use (other than in the performance of its obligations or the exercise of its rights hereunder) or disclose such information to any third party (except any Affiliates or those consultants of the receiving party that have an obligation of confidentiality to the terms receiving party) without the prior written approval of the Company Confidentiality Agreement, the terms of which are incorporated herein by referencedisclosing party. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all Information will be deemed nonconfidential at such time as such information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none either has become public knowledge through no fault of the Parties nor any party receiving such information, or comes to such party from a third party under no obligation of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement such information or was in the Transactions possession of such party prior to the date of disclosure, or is developed by or on behalf of such party without any subject matter disclosed reliance on confidential information received hereunder or is otherwise required to be disclosed in compliance with an order by a court or other regulatory body having competent jurisdiction. The obligations of the Proxy Statement parties set forth in this Section shall survive termination of this Agreement until the third anniversary of the effective date of such termination. Upon termination of this Agreement, all Confidential Information of a disclosing party that is held by a receiving party shall be returned to the disclosing party except that one copy of such Confidential Information shall be retained by counsel for the receiving party to ensure compliance with this Section. Neither party shall originate any publicity, news release or public announcement, written or oral, whether to the public or press, stockholders or otherwise, relating to this Agreement, to any amendment or performances under the Agreement, without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party consent shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned except for such announcements as in the opinion of counsel for the party making such announcement is required by law to be made. If a party decides to make an additional announcement required by law under this Agreement, it shall give the other party thirty (30) days advance written notice, or delayed any shorter notice period otherwise required by law, of the text of the announcement so that the other party shall have an opportunity to comment upon the announcement. 8.11 WFH Acknowledgment. WFH hereby acknowledges that nothing expressed or implied in this Agreement shall prevent, prohibit or otherwise restrict the ability of Ortho or any of them) andOrtho's Affiliates from promoting, as promptly as practicable after the Closing (but in selling or otherwise distributing any event within four Business Days thereafter)other product on a brand name or generic basis or any other basis that may compete with, issue a press release announcing the consummation or is substantially similar to, any or all of the Transactions (Products; provided that in no event shall Ortho or any of its Affiliates promote, sell or distribute any estropipate product sold as a single ingredient product in an oral formulation nor shall it enter into any arrangement with any third party with respect to the “Closing Press Release”). Promptly after the Closing (but promoting, selling or distributing any estropipate product sold as a single ingredient product in any event within four Business Days after the Closing)an oral formulation, Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing except as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider contemplated in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingSection 2.1 hereof.

Confidentiality; Publicity. (a) Acquiror acknowledges The Parties acknowledge that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated therebythereby or hereby. The Company acknowledges thatthat Buyer may, in its sole discretion, seek to obtain third-party financing in connection with the PIPE InvestmentTransactions, Acquiror and that Buyer shall be entitled to disclosedisclose (i) information relating to the Company and the Transactions, which may include Confidential Information (as defined in the Confidentiality Agreement), to bona fide potential financing sources in any such financing, in each case, pursuant to a customary non-disclosure agreement and, (ii) to the extent required by the Exchange ActAct and the rules and regulations promulgated thereunder, any information contained in any presentation to the PIPE Investorsfinancing sources in any such financing, which information may include Information (as defined Confidential Information; provided, that, in the case of this clause (ii), Buyer provides the Company Confidentiality Agreementin advance with a reasonable opportunity to review and provide comments to such presentation and the Company reasonably consents to the contents thereof (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Subject Prior to Section 8.05(c)the Closing, none of Buyer and/or Merger Sub, on the Parties one hand, and the Company, on the other hand, shall, nor authorize any of their respective Representatives shall to, issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to public communication regarding this Agreement or the Transactions Transactions, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of of, with respect to Buyer and Merger Sub, the other PartiesCompany and, prior with respect to the Closing; providedCompany, howeverBuyer (which consent shall not be unreasonably withheld, that each Party may make any such announcement conditioned or other communication (i) delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Laws or the rules of any stock national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) Buyer and/or Merger Sub or the Company, if the disclosing party is Acquiror or (B) Acquiroras applicable, if the disclosing party is the Company (prior shall use its reasonable best efforts to the Closing), obtain such consent with respect to review such announcement or communication with the other Party, prior to announcement or issuance; provided, that each Party and its Affiliates may make announcements regarding the status and terms of this Agreement and the opportunity Transactions that have already been made public without a breach of this Section 9.05 to comment thereon their respective directors, managers, officers, employees, direct and indirect current or prospective limited partners and investors or otherwise in the disclosing ordinary course of their respective businesses, and provided, further, that, subject to Section 7.02 and this Section 9.05, the foregoing shall not prohibit any Party shall consider such comments in good faith, (ii) from communicating with third parties to the extent such announcements or other communications contain only information previously disclosed in a public statementnecessary for the purpose of seeking any third-party consent; provided, press release or other communication previously approved in accordance with this Section 8.05further, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding that, notwithstanding anything to the contrary in this Section 8.05 9.05(b), nothing herein shall modify or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions affect Buyer’s obligations pursuant to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialSection 9.02. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror At least five Business Days prior to the execution of this Agreement date the Parties reasonably expect the Closing will occur, Buyer and such initial press release (the “Signing Press Release”) Company shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file mutually begin preparing a current report draft Current Report on Form 8-K (the “Signing Filing”) in connection with the Signing Press Release and a description announcement of this Agreement as the Closing, together with, or incorporating by reference, such information that is or may be required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withhelddisclosed with respect to the Transactions pursuant to Form 8-K (each, conditioned or delayed by any of them) anda “Closing Form 8-K”). Prior to the Closing, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue Parties shall prepare a mutually agreeable press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after Substantially concurrently with the Closing, Buyer shall distribute the Closing (but in any event within four Business Days after Press Release, and, as soon as practicable thereafter, each of Buyer and the Closing), Acquiror Company shall file a current report on Closing Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingSEC.

Confidentiality; Publicity. 8.1 To the extent that, in literature for distribution to third parties, SCS or its AFFILIATES refer to ROCHE, P-E or the terms of this Agreement, solely by specific inclusxxx xx xxx clause provided in Section 2.11, ROCHE hereby approves of such usage and no further ROCHE review or approval shall be required for distribution of said literature. If SCS varies from the agreed-to clause in section 2.11, then SCS agrees to obtain ROCHE's written approval prior to distributing any written information including said modified reference to ROCHE, P-E or the terms of this Agreement. ROCHE's approval shall nox xx xxxxxsonably withheld or delayed and, in any event, its decision shall be rendered within three (a3) Acquiror acknowledges weeks of receipt of the written information. Once approved, such materials, or abstracts of such materials, which do not materially alter the content of the material originally approved may be reprinted during the term of the Agreement without further approval by ROCHE unless ROCHE has notified SCS in writing of its decision to withdraw permission for such use. 8.2 Each party agrees that the any financial, legal or business information being provided or any technical information disclosed to it (the "Receiving Party") by the other (the "Disclosing Party") in connection with this Agreement and identified in writing as *** Certain information on this page has been omitted and filed separately with the consummation of the Transactions is subject Commission. Confidential treatment has been requested with respect to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by referenceomitted portions. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, confidential in connection with the PIPE Investment, Acquiror this Agreement shall be entitled considered confidential and proprietary and the Receiving Parry shall not disclose same to disclose, pursuant to the Exchange Act, any information contained third party and shall hold it in any presentation to the PIPE Investors, which information may include Information confidence for a period of five (5) years and will not use it other than as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to permitted under this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each any information, know-how or data which is orally disclosed to the Receiving Party may make any shall not be considered confidential and proprietary unless such announcement or other communication oral disclosure is reduced to writing and marked confidential and given to the Receiving Party in written form within thirty (i30) if days after oral disclosure thereof. Such confidential and proprietary information shall include, without limitation, marketing and sales information, commercialization plans and strategies, research and development work plans, and technical information such announcement or other communication is required by as patent applications, inventions, trade secrets, systems, methods, apparatus, designs, tangible material, organisms and products and derivatives thereof. Notwithstanding the above, Roche shall have the right to share royalty reports with P-E. The above obligations of confidentiality shall not be applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted that: a) such information is general public knowledge or, after disclosure hereunder, becomes general or public knowledge through no fault of the Receiving Party; or b) such information can be shown by applicable Lawthe Receiving Party by its written records to have been in its possession prior to receipt thereof hereunder, first allow or c) such information is received by the Receiving Party from any third party for use or disclosure by the Receiving Party without any obligation to the Disclosing Party provided, however, that information received by the Receiving Party from any third party funded by the Disclosing Party (Ae.g., consultants, subcontractors, etc.) shall not be released from confidentiality under this exception; or d) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter disclosure of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior is required or desirable to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter)comply with or fulfill, Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Lawsgovernmental requirements, which the Company shall have the opportunity submissions to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Companygovernmental bodies, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingsecuring of regulatory approvals.

Confidentiality; Publicity. (a) Acquiror acknowledges Each Party hereto undertakes to each other Party that, it shall not disclose (including through its Representatives) to any third party any Confidential Information concerning such other Party or the transactions contemplated hereby except that the information being provided to it in connection with this Agreement and the consummation (i) each Party, as appropriate, may disclose any of the Transactions is subject Confidential Information to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, its Representatives on an as-needed basis in connection with the PIPE Investmentnegotiation and consummation of the transactions contemplated hereby, Acquiror shall be entitled to disclosein each case only where such Representatives are under appropriate nondisclosure obligations; and (ii) if any Party is requested or becomes legally compelled (including without limitation, pursuant to securities Laws) to disclose the Exchange Actexistence or content of any of the Confidential Information in contravention of the provisions of this section, any information contained such Party shall promptly provide such other Party with written notice of that fact so that such other Party may seek a protective order, confidential treatment or other appropriate remedy and in any presentation event shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement)obtain reliable assurance that confidential treatment will be accorded such information. (b) Subject No Party shall make, or cause to Section 8.05(c)be made, none any press release or public announcement in respect of this Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby or otherwise communicate with any news media in respect of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement same without the prior written consent of the other PartiesParties (which consent shall not be unreasonably withheld, prior to the Closing; providedconditioned or delayed), however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is unless otherwise required by applicable Law or the rules of any stock exchangeLaw, in which case each Party shall have the disclosing Party shall, right to review and comment on such press release or announcement prior to publication (to the extent permitted permissible by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning confidentiality provisions contained in this Section 9.13 shall not abridge or modify the obligations of any of the parties to the Amended and Restated Master Development Agreement, and the Parties hereto agree that to the extent a conflict arises between this Agreement and the Transactions shall be a joint press release in Amended and Restated Master Development Agreement, the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation provisions of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror Amended and Restated Master Development Agreement shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingcontrol.

Confidentiality; Publicity. (a) Acquiror acknowledges Purchaser and Seller shall comply with, and shall cause their respective Subsidiaries and Affiliates, and their respective Representatives, to comply with all of their respective obligations under the Mutual Non-Disclosure Agreement, dated as of July 7, 2017 and amended as of September 21, 2018, between Seller and Purchaser (the “Confidentiality Agreement”); provided, that the information being provided to it in connection with this Agreement and the consummation of the Transactions is such obligations shall be subject to the any exceptions expressly set forth herein. The terms of the Company Confidentiality Agreement, the terms of which Agreement are hereby incorporated herein by reference. The Company Confidentiality Agreement reference (subject to any exceptions expressly set forth herein and shall continue in full force and effect and survive the execution Closing in accordance with its terms. From and delivery after the Closing, the restrictions on the use and disclosure of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information Evaluation Material (as defined in the Company Confidentiality Agreement) set forth in the Confidentiality Agreement shall not apply to Purchaser or its Affiliates and their respective Representatives in respect of any information solely to the extent relating to the Business, the Transferred Entities (after giving effect to the Pre-Closing Restructuring), the Transferred Assets or the Assumed Liabilities. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement, and Purchaser’s obligations thereunder pursuant to this Section 6.03, shall nonetheless continue in full force and effect in all respects. In the event of any conflict between the Confidentiality Agreement and this Agreement, this Agreement shall control until the termination of this Agreement without the Closing having occurred. (b) Subject to Section 8.05(c), none The timing and content of the Parties nor initial public announcement regarding this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby to the general public shall be mutually agreed upon in advance by Seller and Purchaser; provided, that if any subsequent public disclosure is required by applicable Law, U.S. GAAP or by the rules and regulations of, or pursuant to any agreement of their respective Representatives a stock exchange or trading system to be made by Purchaser or Seller and would vary in any material respect from the initial agreed upon public announcement, such party shall be permitted to issue such public disclosure only if it has provided the other party with reasonable advance notice and opportunity to review and comment on such disclosure. Seller shall not, and Seller shall cause its Subsidiaries (including the Transferred Entities) not to, issue any press releases or make any public announcements broadly distributed communication of a general nature to employees of the Business (including general communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating relating to persons who are not otherwise obligated to maintain the confidentiality of such communicationsbenefits and compensation) with respect related to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement transactions contemplated hereby without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication providing Purchaser with reasonable advance notice and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider on such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingcommunication.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the The terms of the Company Mutual Non-Disclosure Agreement, dated as of December 14, 2007, as amended on June 3, 2008, between Seller and Syniverse Technologies (the “Confidentiality Agreement, the terms of which ”) are hereby incorporated herein by referencereference and shall continue in full force and effect and survive the Closing, except that the non-disclosure and non-use obligations of Purchaser under the Confidentiality Agreement in respect of information about ICX and the Business shall terminate at the Closing. The Company If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall survive the execution nonetheless continue in full force and delivery of this Agreement and shall apply to effect in all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement)respects. (b) Subject Seller covenants that, from and after the Closing Date, without the prior consent of Purchaser, it will not, and will not permit any of its Subsidiaries, or any of its or their respective directors, officers, employees or agents to, disclose to Section 8.05(cany Person information to the extent relating to or concerning the Business, the Transferred Assets or the Assumed Liabilities in each case obtained by or in the possession of Seller or any of its Subsidiaries prior to the Closing (the “Business Confidential Information”). Notwithstanding anything to the contrary herein, none Business Confidential Information may be disclosed without the consent of Purchaser (i) to any Person to the extent such Persons need to know such information for purposes of the Parties nor any Transactions contemplated, Taxes, accounting, litigation, audits and other matters reasonably necessary in respect of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating the ownership by Seller and the Seller Subsidiaries prior to persons who are not otherwise obligated to maintain the confidentiality Closing of such communications) with respect to this Agreement the Transferred Assets or the Transactions or any subject matter disclosed or Business, (ii) if required to be disclosed in made under the Proxy Statement without Securities Act of 1933, as amended, the prior written consent Securities Exchange Act of the 1934, as amended, or any other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock relevant securities exchange. Business Confidential Information shall not include any (x) information that is publicly available, in which case either before or after the disclosing Party shallClosing Date, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in except through a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in violation of this Agreement, (y) has been lawfully acquired after the Parties agree Closing Date by Seller or any of its Subsidiaries on a non-confidential basis from sources other than Purchaser, provided that such source is not known to Seller to be bound by any obligation of confidentiality with Purchaser or any its Affiliates or representatives, or (z) is independently developed without reference to the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialBusiness Confidential Information. (c) The initial In the event that Seller or any of its Affiliates is requested or required by documents subpoena, civil investigative demand, interrogatories, requests for information, or other similar process to disclose any Business Confidential Information which otherwise may not be disclosed except as set forth in Section 5.04(b), Seller or such Affiliate will, to the extent permitted, provide reasonable notice to Purchaser of such request or demand or other similar process so that Purchaser may seek an appropriate protective order or, if such request, demand or other similar process is mandatory, Purchaser shall waive compliance with the provisions of Section 5.04(b), as appropriate. (d) Neither of the parties shall issue any press release or make any public announcement concerning this Agreement and or the Transactions shall be a joint press release transactions contemplated hereby without obtaining the prior written approval of (i) Seller, in the form agreed by event the Company and Acquiror prior disclosing party is Purchaser, or (ii) Purchaser, in the event the disclosing party is Seller, in each case such consent not to be unreasonably withheld or delayed, except each party may make such disclosure to the execution extent so required pursuant to an applicable requirement of this Agreement and such initial press release (Law or by obligations pursuant to any listing agreement with or rules of any securities exchange, provided that each party shall give the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file other a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the reasonable opportunity to review and comment upon prior such disclosure to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingextent practicable.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with Upon execution of this Agreement, Purchasers will issue a press release regarding this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities transactions contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined hereby in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c)form attached hereto as Exhibit J. Except for the press release referenced in the preceding sentence and as otherwise required by Law or applicable requirements of any stock exchange, none of the Parties nor any of their respective Representatives shall issue any no press releases release or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect announcement related to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Partiestransactions contemplated hereby or, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication (other than communications by the Company Entities, Purchasers or any of their respective officers, managers, employees and agents in the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (iiordinary course of business) to the extent such announcements employees, customers, suppliers or other communications contain only information previously disclosed in a public statementbusiness relations of the Company Entities or Purchasers shall be issued or made without the joint approval of Purchasers and Seller, which approval shall not be unreasonably withheld or delayed, and the parties shall use reasonable efforts to agree upon the text of any such press release or other communication previously approved in accordance public announcement prior to its release; provided that Seller and its Affiliates shall be entitled to communicate with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of investors relating to this Agreement and the Transactions transactions contemplated hereby; provided, further, that no party shall be required to any direct mention or indirect current otherwise use the name of another party or prospective investor its Affiliates (including other than the Company Entities) in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning or public announcement and such omission shall not be used as a basis for withholding approval of such press release or public announcement. Notwithstanding the foregoing, each party may make announcements and communications regarding this Agreement and the Transactions shall be a joint press release transactions contemplated hereby consisting solely of information contained in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in otherwise consistent with any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such previously issued press release or filingpublic announcement to such party's employees, customers, suppliers and other interested parties without the consent of the other parties.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is transactions contemplated hereby are subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company At the Effective Time, the Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply terminate with respect to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant relating to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement)and its Subsidiaries. (b) Subject to Section 8.05(c)None of Acquiror, none of the Parties nor Company or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions transactions contemplated hereby, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other PartiesCompany or Acquiror, prior to the Closing; providedas applicable (which consent shall not be unreasonably withheld, howeverconditioned or delayed), that each Party may make any such announcement or other communication (i) except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any stock national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) Acquiror or the Company, if the disclosing party is Acquiror or (B) Acquiroras applicable, if the disclosing party is the Company (prior shall use its commercially reasonable efforts to the Closing), to review coordinate such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything other party prior to the contrary in this Section 8.05 announcement or otherwise in this Agreementissuance; provided, the Parties agree that the Sponsorhowever, Acquiror that, each party hereto and their respective Representatives its Affiliates may provide general information about the subject matter of make non-public announcements regarding this Agreement and the Transactions transactions contemplated hereby to their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of any direct or indirect current or prospective investor (including in connection other party hereto; and provided, further, that, subject to Section 6.02 and this Section 8.06, the foregoing shall not prohibit any party hereto from communicating with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior third parties to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably extent necessary for such press release or filingthe purpose of seeking any third-party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that Each Party shall (and shall cause its Affiliates, agents and representatives to), for the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery term of this Agreement and shall apply for six (6) years after the expiration or termination of this Agreement for any reason, (i) keep confidential, (ii) not disclose to others, (iii) use only for the purposes provided for or permitted under this Agreement or any Related Agreement, and (iv) use Best Efforts, and at least the same degree of care (but no less than a reasonable degree of care) as it uses to protect its own Confidential Information of like importance, to prevent unauthorized use, dissemination and disclosure of, all information furnished thereunder of the other Party's Confidential Information, except as expressly provided for or hereunder and any other activities contemplated therebypermitted by this Agreement or such Related Agreement. All Confidential Information shall, as between the Parties, remain the sole property of the disclosing Party. The Company acknowledges thatreceiving Party and its Affiliates, agents and representatives shall have no rights to the Confidential Information of the disclosing Party, except as provided in connection this Agreement. Nothing in this Section 8.18 shall prevent disclosure or use of information which is or becomes public knowledge without the fault of the receiving Party and its Affiliates, agents and representatives or information already known to, or proven by written evidence to have been independently derived by, the receiving Party or received from a third party having the right to convey it. Notwithstanding the foregoing, such Confidential Information may be (i) disclosed to a Governmental Authority and to others to the extent such disclosure may be required to be included in regulatory filings permitted under the terms of this Agreement or any Related Agreement or required under Applicable Law; (ii) published by the receiving Party, if and to the extent such publication has been approved in writing by the disclosing Party; or (iii) disclosed to the extent required by Applicable Law or as ordered by a court or other regulatory body having competent jurisdiction. In each of the foregoing cases, the receiving Party will use its Best Efforts to limit the disclosure and maintain confidentiality of such Confidential Information to the maximum extent practicable and prior to making any such disclosure it shall use Best Efforts to consult with the PIPE Investmentdisclosing Party regarding the scope of any protective order or other confidentiality protections that may be available to limit the extent of disclosure. Any disclosure of Confidential Information to any Affiliates, Acquiror agents or representatives of the receiving Party shall be entitled limited to disclosea "need to know" basis for purposes related to this Agreement; provided that (i) the receiving Party shall be responsible and liable to the disclosing Party for any breach of the terms of this Section 8.18 by any Affiliate, agent or representative, and (ii) disclosure by the receiving Party to any agent or representative shall be made pursuant to appropriate confidentiality agreements. The provisions of this Section 8.18 shall survive and shall remain in full force and effect for six (6) years after the Exchange Actexpiration or termination of this Agreement or any Related Agreement for any reason. After any expiration or termination of this Agreement or any Related Agreement, upon written request, each Party shall promptly discontinue the use of, and return within thirty (30) business days all originals and copies of, any information contained requested Confidential Information that was disclosed by the other Party or is the property of the other Party and that has been fixed in any presentation to the PIPE Investorstangible means of expression. For purposes of this Section 8.18, which information may include Information (as defined in the Company Confidentiality Agreement)L'Oreal shall be deemed an Affiliate of Investor. (b) Subject Each Party agrees, and shall cause its Affiliates to, not to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases release, disclosing the terms of, or make any public announcements (including communications disseminated via social mediarelating to, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement Related Agreement, without the prior written consent of the other Parties, prior to the ClosingParty; provided, however, that each neither Party or its Affiliates shall be prevented from complying with any duty of disclosure it may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, have pursuant to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the Applicable Laws. Such disclosing Party shall consider use its Best Efforts to consult with the other Party regarding the issuance of any such comments in good faithpress release, (ii) or with regard to any public statement disclosing the extent terms of this Agreement or any Related Agreement and shall use its Best Efforts to obtain confidential treatment for any Confidential Information where such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents public statement is required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialby Applicable Law. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that the 11.1 Each Party shall keep confidential any information being provided disclosed to it by the other which is marked confidential or which the disclosing Party describes as confidential in connection with this Agreement and the consummation of the Transactions is subject writing to the terms recipient Party at disclosure or within 30 days of the Company Confidentiality Agreementdisclosure (collectively "Confidential Information"). Confidential Information includes, the terms but is not limited to, software code of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution any kind, technical information, product roadmaps, business records, financial information, lists of potential or existing customers or suppliers, business and delivery of this Agreement and shall apply to all information furnished thereunder strategic plans, or hereunder and any other activities contemplated therebyrelated information of non-public nature. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may Confidential Information will not include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules information which becomes public information through no breach of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faithrecipient, (ii) information which the recipient had in its possession prior to receiving it from the disclosing Party, provided such information was learned without restrictions (iii) information which the recipient develops without reference to the Confidential Information, and (iv) information which the recipient receives from a third party who learned such information without restrictions. Confidential Information may be disclosed only to employees or contractors of a recipient Party with a “need to know” who are bound by confidentiality obligations substantially similar to those in this Agreement. Neither Party will disclose any Confidential Information to any third party without the other Party's written consent, except as otherwise provided herein. If a receiving Party is ordered by a court or government agency to disclose a disclosing Party's Confidential Information, it shall before such disclosure immediately notify the disclosing Party and assist the disclosing Party as necessary in order to protect such Confidential Information from disclosure to the extent such announcements possible. 11.2 Upon termination or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in expiration of this Agreement, each receiving Party shall deliver to each disclosing Party all originals and copies of any material in any form of Confidential Information in its possession or shall destroy the Parties agree that same and certify the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior same to the execution disclosing Party. Delivery of this Agreement and such initial press release Confidential Information shall occur no later then the close of business on the tenth (the “Signing Press Release”10th) shall be released as promptly as practicable business day after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other disclosing Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions transactions contemplated hereby is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated hereby and thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information Evaluation Material (as defined in the Company Confidentiality Agreement); provided, that, Acquiror provides the Company with a reasonable opportunity to review and provide comments to such presentation and the Company consents to the contents thereof (such consent not to be unreasonably withheld, conditioned, delayed or denied). (b) Subject The Company and the Acquiror shall reasonably cooperate to Section 8.05(c)create and implement a communications plan regarding the Transactions promptly following the date hereof. Notwithstanding the foregoing, none of Acquiror, the Parties nor Company or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions Transactions, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other PartiesCompany or Acquiror, prior to the Closing; providedas applicable (which consent shall not be unreasonably withheld, howeverconditioned, that each Party may make any such announcement delayed or other communication denied), except (i) if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Laws or the rules of any stock national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) Acquiror or the Company, if the disclosing party is Acquiror or (B) Acquiroras applicable, if the disclosing party is the Company (prior shall use their reasonable efforts to the Closing), obtain such consent with respect to review such announcement or communication with the other Party, prior to announcement or issuance; and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) subject to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.059.06, each Party and its Affiliates may make announcements regarding the status and terms (iiiincluding price terms) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions transactions contemplated hereby to any their respective directors, officers, employees, direct or and indirect current or prospective investor (including limited partners and investors or otherwise in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential, without the consent of any other Party; provided, further, that subject to Section 7.02 and this Section 9.06, the foregoing shall not prohibit any Party from communicating with third parties to the extent necessary for the purpose of seeking any third party consent; provided, further, that notwithstanding anything to the contrary in the foregoing in this Section 9.06(b) (a) public announcements and communications that are consistent with public announcements and communications previously approved pursuant to this Section 9.06(b) shall not require approval by either Party, and (b) subject to compliance with Section 9.06(a), communications by the Company with its customers, employees and other existing or prospective business relationships will not be considered public announcements or communications for purposes of this Section 9.06(b); provided, further, that, notwithstanding anything to the contrary in this Section 9.06(b), nothing herein shall modify or affect Acquiror’s obligations pursuant to Section 9.01. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form mutually agreed by the Company and Acquiror prior to the execution of this Agreement Agreement, and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingAgreement.

Confidentiality; Publicity. Except as may be required by Law, stock exchange or as otherwise expressly contemplated herein, no Party or their respective Affiliates, employees, agents, and representatives will disclose to any third party the existence of this Agreement, the subject matter or terms hereof or any Confidential Information concerning the business or affairs of any other Party (including, in respect of Seller, the Business) that it may have acquired from such Party in the course of pursuing the Transactions without the prior written consent of Seller or Buyer, as the case may be; provided, however, any Party may disclose any such Confidential Information as follows: (a) Acquiror acknowledges to such Party’s Affiliates and its or its Affiliates’ employees, lenders, counsel, or accountants, the actions for which the applicable Party will be responsible; (b) to comply with any applicable Law or Order, provided that prior to making any such disclosure the Party making the disclosure notifies the other Party of any Action of which it is aware which may result in disclosure and uses its Best Efforts to limit or prevent such disclosure; (c) to the extent that the information being provided Confidential Information is or becomes generally available to it in connection with this Agreement and the consummation public through no fault of the Transactions is subject Party or its Affiliates making such disclosure; (d) to the terms extent that the same information is in the possession (on a non-confidential basis) of the Company Confidentiality Party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information without in any way relying on any Confidential Information; or (f) to the extent that the same information becomes available to the Party making such disclosure on a nonconfidential basis from a source other than a Party or its Affiliates, which source, to the disclosing Party’s Knowledge, is not prohibited from disclosing such information by a legal, Contractual, or fiduciary obligation to the other Party. If the Transactions are not consummated, each Party will return or destroy as much of the Confidential Information concerning the other Party as the Parties that have provided such information may reasonably request. Whether or not the Closing takes place, Seller waives any cause of Action arising out of the access of Buyer or its representatives to any Confidential Information of Seller or the Business. Notwithstanding the foregoing, Buyer may make such public disclosure of the existence of this Agreement, the principal economic terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive thereof, and the execution and delivery of this Agreement and shall apply status with respect to all information furnished thereunder or hereunder and achieving the Closing as it desires; provided, that Buyer will consult with Seller prior to releasing any other activities contemplated thereby. The Company acknowledges that, in connection with such public disclosure so that the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information Seller may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none notify its employees of the Parties Transactions. Seller will not nor will it permit any of their respective Representatives shall its Affiliates to, issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms release or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect public announcement related to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the Buyer’s prior written consent of the other Parties, prior to approval. Following the Closing; provided, however, that each Party Buyer may make disclose any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or Confidential Information regarding the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long Business as such recipients are obligated to keep such information confidentialit deems appropriate. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. Each Party (aa "Recipient") Acquiror acknowledges who receives or otherwise has access to or learns of Confidential Information of any other Party (the "Disclosing Party") shall treat all Confidential Information of the Disclosing Party as confidential, refrain from using any such Confidential Information (except to perform and consummate the transactions described in the Transaction Documents), and deliver promptly to the Disclosing Party or destroy, at the request and option of the Disclosing Party, all tangible embodiments (and all copies) of such Confidential Information in the possession or control of the Recipient. If a Recipient is requested or required to disclose any Confidential Information of the Disclosing Party, it will notify the Disclosing Party promptly of the request or requirement so that the information being Disclosing Party may seek an appropriate protective order. If, in the absence of a protective order, Recipient is, on the advice of counsel, legally required to disclose any such Confidential Information, Recipient may disclose such Confidential Information; provided, however, that the Recipient shall use commercially reasonable efforts to obtain, at the reasonable request and at the expense of the Disclosing Party, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Disclosing Party shall designate. No Party shall issue any press release or other public disclosure with respect to this Agreement or any transaction contemplated by any Transaction Document or any related matter, or otherwise issue any written public statements with respect to such transactions or matters, without the express prior written consent of the other Party (with Sellers and the Representative deemed a single Party), except such disclosures as may be required by applicable Law (which shall be governed by this Section); provided to it that, notwithstanding the foregoing, Sellers acknowledge Spartan will be filing a Current Report on Form 8-K in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, will be filing a second Current Report in connection with the PIPE InvestmentClosing. The Parties expressly agree that, Acquiror shall be entitled in addition to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor other right or remedy any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social mediathem may have, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or seek and obtain specific performance of the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary agreements set forth in this Section 8.05 and temporary and permanent injunctive relief to prevent any breach or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter violation or threatened breach or violation of this Agreement Section, and the Transactions to any direct that no bond or indirect current or prospective investor (including other security is required from such Party in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as any such recipients are obligated to keep such information confidentialeffort. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to 13.1.1 Neither Party will disclose the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery or conditions of this Agreement to a third party (other than the Party’s employees, guarantor, lenders, counsel, accountants, agents or advisors who have to know such information and shall apply have agreed to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges thatkeep such terms confidential), except in connection accordance with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to terms set forth in this Section. In the Exchange Act, event that any information contained in any presentation to the PIPE Investors, which information may include Information Party (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor or any of their respective Representatives shall issue such Party’s employees, guarantors, lenders, counsel, accountants, agents or advisors) (collectively, the “Required Party”) is required to disclose any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality term of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement in order to comply with any applicable law or other communication is required by applicable Law regulation, including, but not limited to, any public records request, or the rules request of any stock exchange, regulatory agency having colorable jurisdiction over the Party and requesting the confidential information in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, ordinary course of business; (ii) pursuant to the extent such announcements any rule or other communications contain only information previously disclosed in a public statementrequirement of any Certification Authority, press release Administrator or other communication previously approved in accordance with this Section 8.05, and Governmental Authority administering an Applicable Program; or (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement court or in connection regulatory proceeding, the Required Party shall (a) provide the other Party (the “Notified Party”) with prompt written notice of any such request or requirement so that such Notified Party may seek a protective order or other appropriate remedy and/or waive compliance with the Transactions. Notwithstanding anything to the contrary in provisions of this Section 8.05 and (b) reasonably cooperate with such Notified Party to obtain such protective order or otherwise in other remedy. In the event such protective order or other remedy is not obtained and the Notified Party fails to waive compliance with this Section of this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter Required Party agrees to (I) furnish only those terms of this Agreement for which the Required Party is advised by its legal counsel in writing that it is legally required to be disclosed, (II) upon the Notified Party’s request and expense, use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such terms, and (III) give the Transactions Notified Party prior written notice of the terms to be disclosed as far in advance of its disclosure as is reasonably practicable. Notwithstanding anything in this Section 13.1.1 to the contrary, Duke Carolinas may, without the consent of, or any direct prior notice to, Seller, disclose the terms or indirect current conditions of this Agreement in any REPS-related compliance report or prospective investor (including in connection filing made by Duke Carolinas with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialNCUC. (c) The initial press 13.1.2 Seller shall not make any announcement or release any information concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation member of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in public, press, Person, or any event within four Business Days after the Closing)official body, Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon without Duke Carolinas’ prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingconsent.

Confidentiality; Publicity. Any information concerning Seller disclosed to Buyer or its Affiliates or their representatives or any information concerning Buyer or its Affiliates disclosed to Seller, which has not been publicly disclosed (a) Acquiror acknowledges that collectively, “Confidential Information”), shall be kept strictly confidential by the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement Parties and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall not be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required used by the recipients whether or not any Closing occurs and until publicly disclosed by the Party to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closingwhich such Confidential Information relates; provided, however, that each the foregoing provision shall not prohibit disclosures by either Party may make any such announcement or other communication of Confidential Information that (i) if such announcement or other communication is required by applicable Law or was in the rules possession of any stock exchange, in which case the disclosing a Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing)date hereof, provided that such Confidential Information is not known by such Party to review such announcement or communication and the opportunity be subject to comment thereon and the disclosing Party shall consider such comments in good faitha confidentiality agreement, (ii) is or becomes generally available to the extent such announcements or public other communications contain only information previously disclosed than as a result of a disclosure by a Party in a public statement, press release or other communication previously approved in accordance with violation of this Section 8.057.5, and or (iii) a Party is required to Governmental Authorities disclose by Law, including in connection with any consents required to be made under this Agreement a Proceeding or in connection with the Transactionspayment of Taxes. Each Party hereto hereby agrees that no public announcements concerning the terms of this Agreement or the Documents or concerning the Transactions shall be made without the mutual consent of the Parties. Notwithstanding anything the foregoing, Buyer shall be entitled to issue a press release announcing the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter execution of this Agreement and the Transactions to contemplated hereunder. The Parties hereby acknowledge and agree that disclosure of any direct Confidential Information in violation of this Section 7.5 or indirect current or prospective investor (including in connection with breach of any of the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesrestrictions, in each caserestraints and limitations imposed upon them under this Section 7.5, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior will cause irreparable injury to the execution other parties for which damages, even if available, will not be an adequate remedy. Accordingly, the Parties may seek and obtain injunctive relief against the breach or threatened breach of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but Section 7.5 in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) accordance with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingSection 9.11.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement Except as may be required by Law, or as otherwise permitted or expressly contemplated herein, no Party or its respective Affiliates and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue disclose to any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain third party the confidentiality existence of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement terms hereof without the prior written consent of the other Parties, prior to the ClosingParty; provided, however, that (a) the each Party may make any and its Affiliates shall be permitted to disclose such announcement or other communication (i) if such announcement or other communication is information to the extent required by applicable Law or the Laws, including as may be required under any applicable stock exchange rules of any stock exchange, (in which case the non-disclosing Party shall, to the extent permitted by applicable Law, first allow have the right to review such disclosure (Aother than any earnings or similar financial reports) prior to its issuance, distribution, or publication and consult with the disclosing Party with respect thereto, and the disclosing Party will reasonably consider, but have no obligation to accept, such comments), and (b) the CompanyParties and their respective Affiliates shall be permitted to disclose and use such Confidential Information in connection with enforcing their rights and fulfilling their obligations under this Agreement or any other agreement entered into in connection with this Agreement. No press release or public announcement related to this Agreement or the transactions contemplated herein, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), any other announcement or communication to the employees, customers, or suppliers of the Companies and their respective Subsidiaries, shall be issued or made by the Buyer or the Seller without the approval of the other Party hereto unless required by Law (in the reasonable opinion of counsel) in which case the non-disclosing Party shall have the right to review such announcement press release, announcement, or communication prior to its issuance, distribution, or publication and consult with the opportunity to comment thereon disclosing Party with respect thereto and the disclosing Party shall will reasonably consider such comments in good faithcomments. Notwithstanding the foregoing, following the Closing and without any further consent required, (iii) to the extent such announcements or other communications contain only information previously disclosed nothing contained in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with shall prohibit the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror Buyer and their respective Representatives may provide its Affiliates from providing general information about the subject matter of this Agreement in connection with their or their Affiliates’ fund raising, marketing, informational or reporting activities or obligations of the kind customarily provided with respect to investments of this kind or restrict the Buyer or the Debt Financing Sources or their respective Affiliates from making customary announcements and the Transactions to any direct or indirect current or prospective investor (including communications in connection with the PIPE Investmentarrangement of the Debt Financing, and (ii) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated any Party may disclose (a) to keep its lenders and direct and indirect owners such information confidential. (c) The initial press release concerning about this Agreement and the Transactions shall be a joint press release in the form agreed by the Company transactions consummated hereunder as is customary for transactions of this nature, and Acquiror prior (b) to the execution of this Agreement public generally, via press release, web site disclosures, published “tombstones” and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter)like, Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, solely that information which the Company shall Parties have jointly agreed in writing to make known to the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingpublic generally.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided Except as may be required by Law, as expressly contemplated herein or as expressly consented to it in connection with by Buyer, no party hereto or their respective Affiliates, employees, agents and representatives (including Seller) shall disclose to any third party this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the subject matter or terms hereof or any confidential information or other proprietary knowledge concerning the business or affairs of any other party which are incorporated herein it may have acquired from such party in the course of pursuing the transactions contemplated by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all or use or knowingly permit the use of such confidential information furnished thereunder or hereunder and other proprietary knowledge for any purpose other activities contemplated thereby. The Company acknowledges that, than in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement transactions contemplated hereby without the prior written consent of the other Parties, prior to the Closingparties hereto; provided, however, that each Party may make any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party without a breach of such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchangethird party's duties, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, not be deemed confidential information. No press release or other communication previously approved in accordance with this Section 8.05, and (iii) public announcement related to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything transactions contemplated hereby shall be issued by Seller or the Stockholders without the prior written approval of the other parties hereto (which approval shall not be unreasonably withheld or delayed); provided, however, that this provision shall not prohibit Buyer from making any public disclosure which Buyer's counsel advises is required under rules and regulations promulgated by the Securities and Exchange Commission, the NASD or the Nasdaq Stock Market. (b) After the Closing, except as may be required for tax purposes or other regulatory purposes, Seller, the Stockholders and the Beneficiary and their Affiliates and respective successors and assigns shall not (a) retain any document, databases or other media embodying any confidential or proprietary information which relate to the contrary in this Section 8.05 Business or otherwise in this Agreementconstitute a part of the Purchased Assets or use, publish or disclose to any third person any such confidential or proprietary information or (b) use, publish or disclose any information concerning Buyer, its affiliates, the Parties agree that Business, the Sponsor, Acquiror and their respective Representatives may provide general information about customers or suppliers of the subject matter Business or the terms of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingtransactions contemplated hereby.

Confidentiality; Publicity. (a) Acquiror acknowledges The Parties acknowledge that the information being provided to it in connection with this Agreement Company and Buyer have previously executed the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, dated June 7, 2019 (the terms of “Confidentiality Agreement”), which are incorporated herein by reference. The Company Confidentiality Agreement shall survive will continue in full force and effect in accordance with its terms. Each of Buyer and the execution Company will hold, and delivery of this Agreement and shall apply will cause its Representatives to all information furnished thereunder or hereunder and hold any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Confidential Information (as defined in the Company Confidentiality Agreement). ) confidential in accordance with the terms of the Confidentiality Agreement. Each party hereto agrees that it and its Representatives shall hold the terms of the Transaction Documents (b) Subject to Section 8.05(cincluding the economic terms), none and the fact of the Parties nor Transaction Documents’ existence, in strict confidence. At no time shall the Company or its Representatives disclose any of their respective Representatives shall issue any press releases or make any public announcements the terms of the Transaction Documents (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communicationseconomic terms) with respect to this Agreement or the Transactions or any subject matter disclosed or required non-public information about another party hereto to be disclosed in the Proxy Statement any other Person without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any Buyer about which such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only non-public information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactionsrelates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms of this Section 8.05 Agreement to its financial, tax and legal advisors and, with respect to a party that is an investment fund, to any of its existing or potential investors (in each case, 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 The Nasdaq Stock Market. Notwithstanding anything in this Agreement to the contrary, following Closing and the public announcement of the Merger, the Shareholders’ Representative shall be permitted to publicly announce that it has been engaged to serve as the Shareholders’ Representative 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) No Party shall, and each Party shall cause its Affiliates, officers, directors, employees, advisors and other Representatives not to, issue a press release or public announcement or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about make any public disclosure concerning the subject matter of this Agreement and without the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation written approval of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in other Party; provided, however, that any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider Party may make any public disclosure it believes in good faith is required by applicable Law or stock market rule and in such comments. In connection case such Party must, prior to making such disclosure, (a) use commercially reasonable efforts to advise the other Party of such disclosure (including a copy thereof) as far in advance of such disclosure as is reasonably practicable and (b) consult with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and respect to the content of such other matters as may be reasonably necessary for such press release or filingdisclosure.

Confidentiality; Publicity. (a) Acquiror The Purchaser acknowledges that the information being all information, documents and other materials provided or made available to it in connection with this Agreement and the consummation of the Transactions transactions contemplated hereby, including pursuant to Section 6.01, is Confidential Information subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Effective upon, and only upon, the Closing, the Confidentiality Agreement shall survive terminate with respect to Confidential Information relating solely to the execution and delivery of Acquired Companies. If, for any reason, the transactions contemplated by this Agreement are not consummated, the Confidentiality Agreement shall nonetheless continue in full force and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, effect in connection accordance with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement)its terms. (b) Subject to Section 8.05(c)During the Interim Period, none of the Parties nor any of their no Party or its respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement transactions contemplated by this Agreement without the prior written consent of the other PartiesParty (which consent shall not be unreasonably withheld, prior to the Closing; providedconditioned or delayed), however, that each Party may make except any such announcement or other communication (i) if such announcement or other communication is as may be required by applicable Law or the rules and regulations of any stock exchange, in which case the disclosing applicable national securities exchange (provided that such Party shall, uses its reasonable best efforts to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror coordinate or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review communicate such announcement or communication and with the opportunity other Party prior to comment thereon and the disclosing Party shall consider such comments in good faith, announcement or issuance) or (ii) to the extent such is consistent with previous announcements or other communications contain only information previously disclosed in a public statement, press release made jointly by the Parties or other communication previously documents mutually approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with by the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialParties. (c) The initial press release concerning If the Closing occurs, each Seller shall and shall cause its Affiliates and its and their respective Representatives to, maintain in confidence and not disclose any written, oral or other information relating to Purchaser, the Acquired Companies or the Facilities until the second (2nd) anniversary of the Closing Date, except that (i) the requirements of this Section 6.04(c) shall not apply to the extent that (A) any such information is or becomes generally available to the public other than as a result of disclosure by Sellers or their Affiliates or any of Sellers’ or Sellers’ Affiliates’ respective Representatives, (B) any such information is required by applicable Law or a Governmental Entity to be disclosed (including any report, statement, testimony or other submission to such Governmental Entity), (C) any such information is reasonably necessary to be disclosed in connection with any Claim or in any dispute with respect to this Agreement (including in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing party in the course of any Claim) or (D) any such information becomes available to either Seller or its Affiliates or any of Sellers’ or Sellers’ Affiliates’ respective Representatives after the Closing Date on a non-confidential basis and from a source (other than Purchaser or any of its Affiliates or its or their respective Representatives) that is not bound by a confidentiality agreement with respect to such information, and (ii) this Section 6.04(c) shall not prohibit disclosure of any such information to any Representatives of Sellers or their Affiliates that need to know any such information in connection with either Seller’s performance of its obligations or exercise of its rights under this Agreement and the Transactions shall that agree to be a joint press release in the form agreed bound by the Company confidentiality and Acquiror prior to the execution of non-disclosure requirements set forth in this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafterSection 6.04(c). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror SPAC acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions transactions contemplated hereby is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c)None of SPAC, none of the Parties nor Company or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions transactions contemplated hereby, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other PartiesCompany or SPAC, prior to the Closing; providedas applicable (which consent shall not be unreasonably withheld, howeverconditioned or delayed), that each Party may make any such announcement or other communication (i) except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any stock national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) SPAC or the Company, if the disclosing party is Acquiror or (B) Acquiroras applicable, if the disclosing party is the Company (prior shall use their commercially reasonable efforts to the Closing), obtain such consent with respect to review such announcement or communication and with the opportunity other Party, prior to comment thereon and the disclosing Party shall consider such comments in good faithannouncement or issuance; provided, (ii) however, that, subject to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.059.08, each Party and its Affiliates may make announcements regarding the status and terms (iiiincluding price terms) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions transactions contemplated hereby to any their respective directors, officers, employees, direct or and indirect current or prospective investor (including limited partners and investors or otherwise in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and confidential without the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution consent of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party; and provided, furnish such other further, that subject to Section 7.02 and this Section 9.08, the foregoing shall not prohibit any Party from communicating with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably third parties to the extent necessary for such press release the purpose of seeking any third party consent; provided, further, that notwithstanding anything to the contrary in this Section 9.08(b), nothing herein shall modify or filingaffect SPAC’s obligations pursuant to Section 9.03.

Confidentiality; Publicity. (a) Acquiror Trebia acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions transactions contemplated hereby is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none None of the Parties nor or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions transactions contemplated hereby, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other PartiesS1 Holdco, prior to the Closing; providedProtected, howeverand Trebia (which consent shall not be unreasonably withheld, that each Party may make any such announcement conditioned or other communication (i) delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any stock national securities exchange), in which case the disclosing applicable Party shall, shall use their commercially reasonable efforts to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior obtain such consent with respect to the Closing), to review such announcement or communication and the opportunity communication, prior to comment thereon and the disclosing Party shall consider such comments in good faithannouncement or issuance; provided, (ii) however, that, subject to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.0512.06, each Party and its Affiliates may make announcements regarding the status and terms (iiiincluding price terms) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions transactions contemplated hereby to any their respective directors, officers, employees, direct or and indirect current or prospective investor (including limited partners and investors or otherwise in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and confidential without the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution consent of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party; and provided, furnish such other further, that subject to this Section 12.06, the foregoing shall not prohibit any Party from communicating with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably third parties to the extent necessary for such press release the purpose of seeking any third party consent; provided, further, that notwithstanding anything to the contrary in this Section 12.06(b), nothing herein shall modify or filingaffect Trebia’s obligations pursuant to Section 12.03.

Confidentiality; Publicity. (a) Acquiror acknowledges that The terms of the Confidentiality Agreement shall apply to any information being provided to it Seller, Seller Sub or Purchaser pursuant to this Agreement or any Other Agreement or otherwise in connection with the Transactions. If this Agreement and is terminated, the consummation Parties agree to promptly return to the disclosing Party or (at the disclosing Party's option) destroy any information of the Transactions other Party in its possession that is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none The Parties shall jointly agree upon the necessity and content of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social mediarelease in connection with the Transactions. Any other publication, news feeds, chat rooms release or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect public announcement by a Party relating to this Agreement or to the Transactions or performance hereunder shall first be reviewed and consented to in writing by the other Parties; PROVIDED, HOWEVER, that notwithstanding any subject matter disclosed or required to be disclosed contrary term contained in the Proxy Statement Confidentiality Agreement, (i) any disclosure that is required by Law as advised by the disclosing Party's counsel may be made without the prior written consent of the other Parties and (ii) any Party may issue a press release or public announcement if the contents of such press release or public announcement have previously been made public other than through the fault of, or a breach of this Agreement or the Confidentiality Agreement by, the issuing Party, without the prior written consent of the other Parties. To the extent practicable, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shallshall give at least two (2) Business Days advance notice of any such legally required disclosure to the other Parties, and such other Parties may provide any comments on the proposed disclosure during such period and if not practicable, such lesser practicable period, if any. Notwithstanding any contrary term contained in the Confidentiality Agreement, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party that any Party reasonably determines that it or any other Party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement file or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in register this Agreement, a summary thereof or a notification thereof to comply with the requirements of an applicable stock exchange, Exchange regulation, New York Stock Exchange regulation or any Governmental Authority, including the SEC, such Party shall give at least two (2) Business Days advance written notice of any such required disclosure to the other Party. Prior to making any such filing, registration or notification, the Parties agree that the Sponsorshall consult with respect thereto regarding confidentiality. The Parties shall cooperate, Acquiror each at its own expense, in such filing, registration or notification, including such confidential treatment request, and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including shall execute all documents reasonably required in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialtherewith. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that Except as may be required by Law, including the information being provided requirements of any national securities exchange on which a Party’s securities are listed, or as otherwise permitted or expressly contemplated herein, no Party or its respective Affiliates, employees, agents and representatives shall disclose to it in connection with this Agreement and any third party the consummation existence of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement terms hereof without the prior written consent of the other Parties, prior to the ClosingParty; provided, however, that each Party may make the Seller, SHCS and their respective Affiliates (collectively, the “Seller Entities”) shall be permitted to (a) disclose such information to their attorneys, advisors, representatives, members or investors and (b) disclose and use such confidential information in connection with enforcing their rights and fulfilling their obligations under this Agreement or any such other agreement entered into in connection with this Agreement. No press release or public announcement related to this Agreement or the transactions contemplated herein, or prior to the Closing, any other announcement or communication to the employees, customers, suppliers, providers or payors of the Companies or any of their Subsidiaries, shall be issued or made by any Party without the approval of the other communication (i) if such announcement or other communication is Party, unless required by applicable Law or (in the rules reasonable opinion of any stock exchange, counsel) in which case the disclosing other Party shall, to shall have the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), right to review such press release, announcement or communication and prior to its issuance, distribution or publication. Notwithstanding the opportunity foregoing, but subject to comment thereon and Section 5.06, nothing in this Agreement shall restrict the disclosing Party shall consider such comments ability of any of the Seller Entities from providing (i) the financial results achieved by any of the Seller Entities with respect to their beneficial interest in good faith, the Companies or any of their Subsidiaries or (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities LawsCompanies and their Subsidiaries (including their financial performance, which and the Sponsor shall have the opportunity to review Seller Entities’ investment and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholdersrole therein), and such other matters information as may be reasonably necessary for such press release the Seller Entities provide to third parties in the ordinary course of its business to the current or filingprospective limited partners, financing sources or other business associates of the Seller Entities and their respective advisors in the ordinary course of business.

Confidentiality; Publicity. (a) Acquiror SPAC acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investmentany Financing, Acquiror SPAC shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investorspotential equity investors, which information may include Confidential Information (as defined in the Company Confidentiality Agreement); provided that, SPAC shall provide the Company with a copy of any such materials at least five Business Days prior to distributing the same and grant the Company the right to review and approve (which approval shall not be unreasonably conditioned, withheld or delayed) such materials prior to their distribution, provided further, that no such materials need to be provided to the Company after the Registration Statement is filed if such materials do not include any disclosures beyond those contained in the Registration Statement. (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror SPAC or (B) AcquirorSPAC, if the disclosing party is the Company (and such announcement or communication is to be made prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faithfaith and, to the extent any such comments are reasonable, the disclosing Party shall incorporate such comments into announcement or other communication, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection accordance with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential8.01. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror SPAC prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror SPAC shall consider such comments in good faithfaith and, to the extent any such comments are reasonable, SPAC shall incorporate such comments into the Signing Filing. The Company, Acquiror Company and the Sponsor SPAC shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror SPAC shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in Confidential Information; provided that Acquiror provides the Company Confidentiality Agreement)with a reasonable opportunity to review and provide comments to such presentation and the Company consents to the contents thereof; and provided that nothing in this Section 8.05(a) shall relieve any PIPE Investor from any confidentiality obligations (pursuant to Contract or otherwise) to the Company or Acquiror or any of their respective Affiliates. (b) Subject to Section 8.05(c)None of Acquiror, none of the Parties nor Company or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions Transactions, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other PartiesCompany or Acquiror, prior to the Closing; providedas applicable (which consent shall not be unreasonably withheld, howeverconditioned or delayed), that each Party may make any such announcement or other communication except (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchangeLaw, in which case the disclosing Party shallcase, to the extent permitted by applicable Law, first allow (A) Acquiror or the Company, if the disclosing party is Acquiror or (B) Acquiroras applicable, if the disclosing party is the Company (prior shall use their reasonable best efforts to the Closing), to review coordinate such announcement or communication and with the opportunity other Party, prior to comment thereon and the disclosing Party shall consider such comments in good faith, announcement or issuance; or (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents a Change in Recommendation made pursuant to, in strict compliance with and only as expressly permitted under Section 7.10(b), in which case, the consent of the Company shall not be required to be made under this Agreement or issue a public announcement of, and related specifically to, such Change in connection with Recommendation; provided that each Party and its Affiliates may make announcements regarding the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror status and their respective Representatives may provide general information about the subject matter terms (including price terms) of this Agreement and the Transactions to any direct or their respective Representatives and indirect current or prospective investor (including limited partners or investors or otherwise in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidentialconfidential without the consent of any other Party; and provided, further, that the foregoing shall not prohibit any Party from communicating with third parties to the extent necessary for the purpose of seeking any third party consent or with any Governmental Authorities under Section 8.01. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter)Agreement, Acquiror and the Company shall file issue a current report on mutually agreed joint press release announcing the execution of this Agreement, which announcement will be attached to Acquiror’s Form 8-K (the “Signing Filing”) to be filed with the Signing Press Release and a description of SEC in connection with entering into this Agreement as required by Securities LawsAgreement. Prior to Closing, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue prepare a press release announcing the consummation of the Transactions hereunder, the form and substance of which shall be approved in advance by Acquiror, which approval shall not be unreasonably withheld, conditioned or delayed (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after Concurrently with the Closing, subject to the prior mutual consent of Acquiror and the Company (which consent shall not be unreasonably withheld, delayed or conditioned), Acquiror the Company shall file a current report on Form 8-K (the “Closing Filing”) with issue the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges Each Party agrees that during the information being provided to it in connection with this Agreement Interim Period and for a period of three (3) years after the consummation expiry of the Transactions is subject to the terms of the Company Confidentiality AgreementInterim Period, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement they shall, and shall apply to all information furnished thereunder or hereunder cause their respective Representatives to: (i) treat and hold in strict confidence any Confidential Information of any other activities contemplated thereby. The Company acknowledges thatParty that is disclosed to such Party or its Representatives, and, without the disclosing Party’s prior written consent, will not use such Confidential Information for any purpose, except in connection with the PIPE Investmentevaluation, Acquiror negotiation and consummation of the transactions contemplated by this Agreement or any other Transaction Agreement, performing their obligations hereunder or thereunder or enforcing their rights hereunder or thereunder (collectively, the “Permitted Purposes”), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any Confidential Information, except that each Party may disclose any Confidential Information (i) to its Affiliates, and its and its Affiliates’ respective directors, officers, employees, partners, professional advisors, investors and permitted transferees, in each case on a need-to-know basis only for any of the Permitted Purposes and where such Persons are under appropriate nondisclosure obligations; or (ii) to the extent required by applicable Laws. In the event that a Party or any of its Representatives, during the Interim Period and for a period of three (3) years after the expiry of the Interim Period, becomes legally required to disclose any Confidential Information of any other Party, such Party shall provide the disclosing Party to the extent legally permitted with prompt written notice of such requirement so that the disclosing Party or a Representative thereof may seek, at the disclosing Party’s cost, a protective order or other remedy, and in any event, it shall furnish only that portion of the Confidential Information which is legally required to be provided and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. Notwithstanding the foregoing, each Party and its Representatives shall be entitled permitted to disclose, pursuant disclose any and all Confidential Information to the Exchange Actextent required by the Federal Securities Laws, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in staff of the Company Confidentiality Agreement)SEC or the rules of the Nasdaq. (b) Subject to Section 8.05(c), none None of the Parties nor or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions Transactions, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication of: (i) (in the case where ListCo or any of their respective Affiliates proposes to make such public announcement or communication) the Company; or (ii) (in the case where the Company or any of its Affiliates proposes to make such public announcement or communication) ListCo, (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or the rules of any stock exchangeLaw, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) ListCo or the Company, if the disclosing party is Acquiror or (B) Acquiroras applicable, if the disclosing party is the Company (prior shall use their reasonable best efforts to the Closing), to review coordinate such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything other Party, prior to announcement or issuance; provided that each Party and its Affiliates may make disclosure regarding the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror status and their respective Representatives may provide general information about the subject matter terms (including price terms) of this Agreement and the Transactions to any direct their respective Affiliates, Representatives and limited partners or indirect current or prospective investor (including investors in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information strictly confidential; and provided that the foregoing shall not prohibit any Party from communicating with third parties to the extent necessary for the purpose of seeking any third party consent or with any Governmental Authorities under Section 8.01. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter)Agreement, Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release ListCo and a description of this Agreement as required by Securities Laws, which the Company shall have issue a mutually agreed joint press release announcing the opportunity execution of this Agreement. Prior to review and comment upon prior to filing and Acquiror Closing, the Company shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue prepare a press release announcing the consummation of the Transactions Transactions, the form and substance of which shall be approved in advance by ListCo, which approval shall not be unreasonably withheld, conditioned or delayed (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after Upon the Closing), Acquiror the Company shall file a current report on Form 8-K (the “Closing Filing”) with issue the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided Except as may be required by Law, as expressly contemplated herein or as expressly consented to it in connection with by Buyer, no party hereto or their respective Affiliates, employees, agents and representatives (including Seller) shall disclose to any third party this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the subject matter or terms hereof or any confidential information or other proprietary knowledge concerning the business or affairs of any other party which are incorporated herein it may have acquired from such party in the course of pursuing the transactions contemplated by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all or use or knowingly permit the use of such confidential information furnished thereunder or hereunder and other proprietary knowledge for any purpose other activities contemplated thereby. The Company acknowledges that, than in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement transactions contemplated hereby without the prior written consent of the other Parties, prior to the Closingparties hereto; provided, however, that each Party may make any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party without a breach of such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchangethird party's duties, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, not be deemed confidential information. No press release or other communication previously approved in accordance with this Section 8.05, and (iii) public announcement related to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything transactions contemplated hereby shall be issued by Seller or the Stockholders without the prior written approval of the other parties hereto (which approval shall not be unreasonably withheld or delayed); provided, however, that this provision shall not prohibit Buyer from making any public disclosure which Buyer's counsel advises is required under rules and regulations promulgated by the Securities and Exchange Commission, the NASD or the Nasdaq Stock Market. (b) After the Closing, except as may be required for tax purposes or other regulatory purposes, Seller and the Stockholders and their Affiliates and respective successors and assigns shall not (a) retain any document, databases or other media embodying any confidential or proprietary information which relate to the contrary in this Section 8.05 Business or otherwise in this Agreementconstitute a part of the Purchased Assets or use, publish or disclose to any third person any such confidential or proprietary information or (b) use, publish or disclose any information concerning Buyer, its affiliates, the Parties agree that Business, the Sponsor, Acquiror and their respective Representatives may provide general information about customers or suppliers of the subject matter Business or the terms of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingtransactions contemplated hereby.

Confidentiality; Publicity. (a) Acquiror acknowledges The Parties acknowledge that the information being provided to it in connection with this Agreement Company and Parent have previously executed the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, which will continue in full force and effect in accordance with its terms and the terms provisions of which are by this reference incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement)herein. (b) Subject to Section 8.05(c), none of Without the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other PartiesCompany, prior to from and after the Closing; provided, howeverthe Representative shall not, that each Party may make and shall direct the Sellers not to, use or disclose to any such announcement or other communication Person, except (i) if such announcement or other communication is required as compelled by applicable Applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faithGovernmental Entity, (ii) to the extent such announcements necessary for the preparation for and prosecution or other communications contain only information previously disclosed defense of any Proceeding involving Parent and by or against any Seller (provided that in a public statementthe case of clause (ii), press release in no event shall any Seller or other communication previously approved in accordance with this Section 8.05, and the Representative publicly disclose any Confidential Information) or (iii) to Governmental Authorities the extent it is necessary to disclose the Merger or the Merger Consideration in connection the preparation and filing of any Tax Return or Tax election relating to the Sellers or their Affiliates, any Confidential Information for any reason or purpose whatsoever, nor shall the Representative make use of any Confidential Information for such Seller’s own purposes or for the benefit of any Person except for the Company, Parent and each of their respective Affiliates; provided, however, that with any consents required respect to be made under this Agreement or in connection clause (i) above, the Representative shall provide the Company with prompt prior written notice of the need to disclose Confidential Information and shall cooperate with the Transactions. Notwithstanding anything Parent to the contrary in this Section 8.05 extent Parent may seek to limit such disclosure, including, if requested, by taking reasonable steps to resist or otherwise in this Agreementnarrow any such disclosure or to obtain confidential treatment, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions a protective order or other remedy with respect to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialConfidential Information. (c) The initial From and after the date hereof, no press release or announcement concerning this Agreement or the transactions contemplated hereby will be issued by the Company, on the one hand, or Parent or the Surviving Corporation, on the other hand, without the prior consent of Parent or the Representative, as the case may be, which consent shall not be unreasonably withheld, except as such release or announcement may be required by Applicable Law, in which case the Party required to make the release or announcement will, to the extent practicable, allow the other Party reasonable time to comment on such release or announcement in advance of such issuance and the Transactions parties shall use their reasonable efforts to cause a mutually agreeable release or announcement to be issued. The Parties have agreed upon a joint press release in announcing the form agreed transactions contemplated by the Company and Acquiror prior to this Agreement, which shall be issued promptly following the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingAgreement.

Confidentiality; Publicity. (a) Acquiror acknowledges Prior to the Closing, Purchaser agrees that any information contained in the information being Disclosure Schedule or otherwise provided to it in connection with Purchaser pursuant to this Agreement shall be held by Purchaser as confidential information in accordance with, and the consummation of the Transactions is shall be subject to the terms of the Company Confidentiality Agreementof, the terms of which are incorporated herein by reference. The Company that certain Confidentiality Agreement shall survive entered into as of August 21, 2007, between Purchaser and the execution and delivery of this Agreement and shall apply financial advisor to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, Seller in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to transactions contemplated hereby (the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company “Confidentiality Agreement”). Effective upon the Closing, the Confidentiality Agreement shall terminate with respect to information relating to either Company. (b) Subject The Parties acknowledge that this Agreement and the transactions contemplated hereby are of a confidential nature and shall not be disclosed prior to Section 8.05(c)the Closing except to key employees, none of the Parties nor any of their respective Representatives consultants and advisors or as required by Applicable Law. No Party shall issue any press releases make or make cause to be made any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating disclosure prior to persons who are not otherwise obligated to maintain the confidentiality of such communications) Closing with respect to the transactions contemplated hereby or this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent agreement of the other Parties, prior except as required by Applicable Law or any listing agreement with a national securities exchange. The Parties shall endeavor to the Closingmake or cause to be made only those press releases or other public disclosures as are required by Applicable Law; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, no press release or other communication previously approved in accordance with this Section 8.05, and (iii) public disclosure prior to Governmental Authorities in connection with any consents required to the Closing shall be made under this Agreement by Seller or in connection either Company without a minimum of 48 hours’ prior consultation with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialPurchaser. (c) The initial press release concerning this Agreement and the Transactions shall be For a joint press release in the form agreed by the Company and Acquiror prior to the execution period of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable five years after the Closing Date, Seller shall not, and shall not permit its accountants, counsel, consultants, advisors and agents (but collectively, “Representatives”) and shareholders, and its and their affiliates, to, directly or indirectly, disclose or use or authorize, license or otherwise permit other Persons to use in any way that is detrimental to Purchaser or either Company any trade secrets or other information that is confidential, proprietary or otherwise not publicly available, including any confidential data, know-how or information relating to the business practices, products, customers, prospects, suppliers, research and development, ideas, designs, discoveries, inventions, techniques, equipment, marketing, sales, methods, manuals, strategies or financial affairs (collectively, the “Confidential Information”) about (i) either Company and (ii) Purchaser and its affiliates obtained in the negotiation or performance of this Agreement. The obligation of Seller, its Representatives, its shareholders and its and their affiliates to hold any such information in confidence will be satisfied if each exercises the same degree of care with respect to such information as it would take to preserve the confidentiality of its own similar information. In the event within four Business Days thereafter), issue of a press release announcing the consummation breach of the Transactions (obligations hereunder by Seller or any of its Representatives, its shareholders or its or their affiliates, the “Closing Press Release”). Promptly after the Closing (but Parties agree that, in addition to all other available remedies, Purchaser will be entitled to injunctive relief to enforce such obligations in any event within four Business Days after court of competent jurisdiction. Notwithstanding the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Releaseforegoing, the Signing Filing, Confidential Information will not include such information that: (A) at the Closing Press Release time of disclosure is publicly available or the Closing Filing, each Party shall, upon written request by becomes publicly available through no act or omission of Seller or any other Party, furnish such other Party with all information concerning itselfof its Representatives, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release shareholders or filingits or their affiliates; (B) is thereafter disclosed or furnished to Seller by a third Person that did not acquire the information under an obligation of confidentiality; or (C) is disclosed by Seller under compulsion of Applicable Law.

Confidentiality; Publicity. During the Pre-Closing Period: (a) Acquiror acknowledges that Seller, Purchaser and their respective representatives shall keep strictly confidential the information being provided to it in connection with this Agreement existence and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant prior to the Exchange Act, issuance or dissemination of any information contained in any presentation to mutually agreed upon press release or other disclosure of the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement)transactions contemplated hereunder. (b) Subject to Section 8.05(c)None of Seller, none of the Parties Purchaser nor any of their respective Representatives representatives shall issue or disseminate any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 publicity or otherwise in make any disclosure of any nature regarding the transactions contemplated by this Agreement, except as required by federal securities Laws or other applicable Laws and except as otherwise agreed by the Parties, provided that upon the execution of this Agreement, the Parties agree that will be permitted to announce the Sponsortransaction, Acquiror and their respective Representatives may provide general information about subject to each Party’s approval of the subject matter content of this Agreement and the Transactions such announcement, such approval not to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialbe unreasonably withheld. (c) The initial press release concerning If Seller is required by Law to make any disclosure regarding the transactions contemplated by this Agreement Agreement, Seller shall advise Purchaser at least two (2) Business Days prior to making such disclosure, of the nature and content of the intended disclosure. (d) Purchaser acknowledges that Seller’s securities are publicly traded and the Transactions Parties agree that Seller shall be a joint press release permitted to make such public announcements and include in its periodic filings with the Securities and Exchange Commission such information concerning the transaction as its outside securities counsel deems is required. Purchaser agrees that while in possession of material non-public information concerning Seller, Purchaser will not trade in the form agreed by the Company and Acquiror prior securities of Seller nor tip or advise others with respect to such trading. (e) Notwithstanding anything in this Section 6.5 to the execution contrary, Seller acknowledges that it may not disclose the existence and terms of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution in violation of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingSection 4.7.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject Prior to the terms Closing Date, no press release or any public disclosure, either written or oral, of the Company Confidentiality this Agreement, the terms of which are incorporated herein transactions contemplated by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror negotiations related thereto shall be entitled to disclosemade by Seller, pursuant to the Exchange ActPurchaser, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor or any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the express prior written consent of Purchaser, the other PartiesCompany and Seller, prior except to the Closing; provided, however, that each Party may make extent any such announcement Party determines, after consultation with outside legal counsel, such release or other communication (i) if such announcement or other communication public disclosure is required by any applicable Law or any listing agreement with, or rule or regulation of, any securities exchange or association on which the rules securities of any stock exchangeSeller or Purchaser, as applicable, are listed, in which case the disclosing Party shallproposing to issue such press release or make such public disclosure shall consult with the other Party about, and, to the extent permitted by applicable Law, first allow the other Party reasonable time (Ataking into account the circumstances) the Companyto comment on, if the disclosing party is Acquiror such release or (B) Acquirorpublic disclosure in advance of such issuance, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity Party required to comment thereon and make the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall public disclosure will consider such comments in good faith. The Company, Acquiror Unless consented to by Seller and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) andPurchaser, as promptly as practicable after the Closing (but applicable, in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing advance or as required by Securities Laws, Law (in which case the Sponsor shall have Party required to make such disclosure will consult with the opportunity to review and comment upon other Party a reasonable time prior to filing making such disclosure and Acquiror shall will consider in good faith any comments made by the other Party to such commentsdisclosure), the Parties shall keep this Agreement strictly confidential and may not make any disclosure of this Agreement to any person or individual other than to their Affiliates. In connection with If a Party or its Affiliates, based on the preparation advice of their counsel, determines that this Agreement or any of the Signing Press Releaseother Transaction Documents must be publicly filed with a Governmental Authority, then such Party or its applicable Affiliate, prior to making such filing, shall provide the Signing Filing, the Closing Press Release other Parties and their respective counsel with a redacted version of this Agreement or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholdersapplicable Transaction Document that it intends to file, and will consider in good faith any comments provided by such other matters as may be reasonably necessary Party or its counsel and use commercially reasonable efforts to ensure the confidential treatment by such Governmental Authority of those provisions specified by such Party or its counsel for such press release or filingredaction and confidentiality.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives No party shall issue any press releases release or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) statement with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement transactions contemplated hereby without the prior written consent of Purchaser and Holdco Seller (which consent shall not be unreasonably withheld); provided, that any party may make any disclosure required by Applicable Law (including federal securities Laws) if it determines in good faith that it is required to do so. A party, with respect to each such disclosure (whether required or not), shall provide the other Parties, parties with prior written notice and a reasonable opportunity to review and comment on the disclosure. Neither party will disclose to the Closingpublic this Agreement, or the Disclosure Schedules, Exhibits hereto, or other Transaction Documents, or the terms contained herein or therein, other than solely to the extent such party determines, based on advice of its legal counsel, that such disclosure is required by Applicable Law; provided, however, that each Party Stockholder acknowledges that Purchaser may file this Agreement (but not the Disclosure Schedules, Exhibits or other Transaction Documents) with the U.S. Securities and Exchange Commission on a timely basis following its execution and otherwise make this Agreement available as required pursuant to applicable securities Laws and securities exchange rules or regulations. Further, Stockholder and Purchaser agree to keep the provisions of this Agreement confidential except: (a) disclosure to Holdco Seller, Stockholder or Purchaser’s representatives; (b) as otherwise permitted by this Section 11.14; and (c) to any such successor-in-interest to Purchaser of all or any part of the Assets or any potential purchaser of Purchaser’s interest in all or any portion of the Assets, their consultants and attorneys, upon the agreement of the foregoing to protect the confidentiality of this Agreement. No announcement or other communication (i) if such announcement to the employees, customers, suppliers or other communication is business relations of the Company shall be issued or made without the joint approval of Purchaser and Stockholder unless required by applicable Law or the rules of any stock exchangeApplicable Law, in which case Purchaser and Stockholder shall have the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), right to review and comment on such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) announcement prior to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactionspublication. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreementforegoing provisions, the Parties agree that the Sponsor, Acquiror each party may make announcements and their respective Representatives may provide general information about the subject matter of communications regarding this Agreement and the Transactions to other Transaction Documents consisting of information contained in and otherwise consistent with any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such previously issued press release or public announcement or public filing, without the consent of the other parties.

Confidentiality; Publicity. (a) Acquiror acknowledges Prior to the Closing, each of the Purchaser Companies agrees that any information contained in the information being Schedules hereto or otherwise provided to it in connection with the Purchaser Companies pursuant to this Agreement shall be held by the Purchaser Companies as confidential information in accordance with, and the consummation of the Transactions is shall be subject to the terms of, that certain Non-Disclosure Agreement between Seller and Purchaser dated as of the Company Confidentiality AgreementMarch 27, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, 2006 entered into in connection with the PIPE Investmenttransactions contemplated hereby (the "Confidentiality Agreement"). Effective upon the Closing, Acquiror the Confidentiality Agreement shall be entitled terminate with respect to disclose, pursuant information relating solely to the Exchange ActBusiness; PROVIDED, HOWEVER, that each of the Purchaser Companies acknowledges that any and all other information contained in any presentation provided to it by Seller concerning Seller's operations other than the Business shall remain subject to the PIPE Investors, which information may include Information (as defined in terms and conditions of the Company Confidentiality Agreement)Agreement after the Closing Date. (b) Subject The Parties acknowledge that this Agreement and the transactions contemplated hereby are of a confidential nature and shall not be disclosed prior to Section 8.05(c)the Closing except to those employees, none consultants and advisors with a need to know such information or as required by Applicable Law. None of the Parties nor any of their respective Representatives hereto shall issue any press releases make or make cause to be made any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating disclosure prior to persons who are not otherwise obligated to maintain the confidentiality of such communications) Closing with respect to the transactions contemplated hereby or this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent agreement of the other Parties, except as required by Applicable Law or any listing agreement with a national securities exchange. The Parties shall use commercially reasonable efforts to provide the other Party with a reasonable opportunity to review and make reasonable comments on any press release or other public disclosure prior to the Closing; provided, however, that each Party may make any . Subject to such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreementconsultation, the Parties agree that each of Seller and Purchaser may issue a press release and file a Form 8-K with the Sponsor, Acquiror Securities and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including Exchange Commission in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialexecution of this Agreement. (c) The initial press release concerning this Agreement and the Transactions shall be For a joint press release in the form agreed by the Company and Acquiror prior to the execution period of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable five years after the Closing Date, Seller will not, and will not permit its accountants, counsel, consultants, advisors and agents (but collectively, "Representatives") and its Affiliates to, directly or indirectly, disclose or use or authorize, license or otherwise permit other Persons to use in any way that is detrimental to the Purchaser Companies or the Business any trade secrets or other information which is confidential, proprietary or otherwise not publicly available, including any confidential data, know-how or information relating to the business practices, products, customers, prospects, suppliers, research and development, ideas, designs, discoveries, inventions, techniques, equipment, marketing, sales, methods, manuals, strategies or financial affairs (collectively, the "Confidential Information") about the Purchaser Companies, the Purchased Assets and the Business. The obligation of Seller, its Affiliates and its Representatives to hold any such information in confidence will be satisfied if each exercises the same degree of care with respect to such information as it would take to preserve the confidentiality of its own similar information. In the event within four Business Days thereafter), issue of a press release announcing the consummation breach of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing)obligations hereunder by Seller, Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Releaseits Affiliates or its Representatives, the Signing FilingParties agree that, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with in addition to all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.other

Confidentiality; Publicity. (a) Acquiror acknowledges that From and after the information being provided to it in connection with date of this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall no Party will issue any press releases release or make any similar public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to public communication regarding this Agreement or the Transactions proposed transactions contemplated hereunder, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without the prior written consent of the other PartiesParties (not to be unreasonably withheld, prior to the Closing; providedconditioned or delayed), however, that each Party may make any such announcement or other communication (i) except if such announcement or other communication is required by applicable Law or the Permit (including any rules of any stock an applicable securities exchange), in which case the disclosing Party shall, to the extent as permitted by applicable LawLaw or Permit, first allow the other Parties at least two (A2) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), Business Days to review such announcement or communication and the opportunity to comment thereon thereon; provided that approval shall not be required in respect of any public announcement by a Party that is substantially similar in content to any announcement previously approved by the other Party. Notwithstanding the foregoing, nothing in this Agreement or the Confidentiality Agreements shall prohibit any Party from communicating with any Governmental Entities to the extent reasonably necessary for the purpose of seeking any Consents or approvals of, making any filings with, or providing any notifications to, any such Governmental Entity, nor shall any Party be liable for any public disclosure made by any such Governmental Entity with respect thereto. (b) Buyer acknowledges that all information provided to it and to any of its Affiliates, or their respective Representatives, by Sellers and their Affiliates or their respective Representatives is subject to the disclosing Party shall consider such comments in good faithterms of the Confidentiality Agreements, the terms of which are hereby incorporated into this Agreement by reference, with effect from the date hereof until the earlier of (i) the Closing or (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with date two years from the date hereof; provided that if there is any consents required to be made under this Agreement or in connection with inconsistency between the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter express terms of this Agreement and the Transactions terms of the Confidentiality Agreements, then the terms of this Agreement shall control and govern to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as extent of such recipients are obligated to keep such information confidentialinconsistency. (c) The initial press release concerning this At the Closing, the Parties shall enter into the Post-Closing Confidentiality Agreement attached hereto as Exhibit F. From and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press ReleaseDate, the Signing Filing, Post-Closing Confidentiality Agreement shall constitute the Closing Press Release or entire agreement and supersede all prior agreements and understandings between the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party Parties with all information concerning itself, its directors, officers and equityholders, and such other respect to matters as may be reasonably necessary for such press release or filingrelated to confidentiality.

Confidentiality; Publicity. (a) Acquiror acknowledges and agrees that the information being provided to it in connection with this Agreement and the consummation of the Transactions transactions contemplated hereby is subject to the terms of the Company Confidentiality Agreement, the terms provisions of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Proprietary Information (as defined in the Company Confidentiality Agreement). (b) Subject Prior to Section 8.05(c)the earlier of the Closing Date and the termination of this Agreement, none of Acquiror, any Acquiror Insider, the Parties nor Company and any of their respective Representatives Affiliates or any Representative of any of the foregoing shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions transactions contemplated hereby, or any subject matter disclosed related to the foregoing, unless the Company (in the case of such a public announcement or required public communication desired to be disclosed made by Acquiror, any Acquiror Insider or any of their respective Affiliates or any Representative of any of the foregoing) or Acquiror (in the Proxy Statement without case of such a public announcement or public communication desired to be made by the prior written consent Company or any of its Affiliates or any Representative of any of the other Partiesforegoing), prior as applicable (which consent shall not be unreasonably withheld, conditioned or delayed) has first been provided with an opportunity to review and comment on the Closing; provided, however, that each Party may make any contents of such proposed public announcement or other communication (i) public communication, except if such public announcement or other public communication is required by any Governmental Order or other applicable Law or the rules of any stock national securities exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) Acquiror or the Company, if as applicable, shall use commercially reasonable efforts to provide the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), other such Party with such an opportunity to review such announcement or communication and comment; provided, however, that nothing in this Section 12.2 shall (i) modify the opportunity to comment thereon and the disclosing Party shall consider such comments obligations of Acquiror set forth in good faithSection 9.2, (ii) to restrict the extent such ability of any Party (or any of its Affiliates) from making announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, regarding the status and terms (iiiincluding price terms) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions transactions contemplated hereby to any direct their respective directors, officers, employees and investors or indirect current or prospective investor (including otherwise in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential. confidential or (ciii) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior restrict any Party (or any of its Affiliates) from communicating with third parties to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably extent necessary for such press release or filingthe purpose of seeking any third-party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality AgreementAgreements, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement Agreements shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Each Company Party acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Confidential Information (as defined in the Company BB Confidentiality Agreement and the Myx Confidentiality Agreement, as applicable). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the CompanyBB, if the disclosing party is Acquiror or Myx, (B) Myx, if the disclosing party is Acquiror or BB, or (C) Acquiror, if the disclosing party is the Company BB or Myx (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents Consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company BB (after good faith consultation with Myx) and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company BB (in good faith consultation with Myx) shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The CompanyBB (after good faith consultation with Myx), Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that In furtherance of the confidentiality restrictions set forth in Sections 4.2 and 9.1(d), prior to the Closing and after any termination of this Agreement, as applicable, the Buyer Parties shall hold, and shall cause their respective Affiliates and its and their respective representatives to hold, in confidence, all confidential documents and information being provided concerning Seller and the Target Group furnished to it the Buyer Parties or their representatives in connection with this Agreement and the consummation of transactions contemplated hereby in the Transactions is subject manner specified in the Confidentiality Agreement. Notwithstanding anything to the terms of contrary in the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of or this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges thatSection 9.4, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior no Party shall issue any press release or make any announcement to the Closinggeneral public pertaining to this Agreement or the transactions contemplated hereby or otherwise disclose the existence of this Agreement and the transactions contemplated hereby and thereby to any Third Party, except (a) as may be required by applicable Law or by obligations pursuant to any listing agreement with any national securities exchange, in which case the Party proposing to issue such press release or make such public announcement or make such disclosure shall use commercially reasonable efforts to consult in good faith with the other Party before issuing any such press releases or making any such announcements or disclosures to the general public, (b) in connection with the procurement of any necessary consents, approvals, payoff letters, the Buyer Parent Stockholder Approval, and financing in connection with this Agreement, and similar documentation and (c) that each Party may disclose the terms of this Agreement to their respective current and prospective debt and equity investors, accountants, legal counsel and other representatives as necessary in connection with the ordinary conduct of their respective businesses; provided that such persons agree to keep the terms of this Agreement strictly confidential. Notwithstanding the foregoing, to the extent applicable, each Party and its direct and indirect equityholders and their respective Affiliates may disclose to their direct and indirect limited partners and members such information as is customarily provided to current or prospective limited partners in private equity funds or other similar financial investment funds. (b) Seller agrees that, during the period commencing on the Closing Date and ending on the four (4)-year anniversary of the Closing Date, Seller shall, and shall cause its controlled Affiliates and its and their respective representatives to, and shall direct its other Affiliates and its and their respective representatives to, in each case hold in confidence all, and not divulge or disclose any Confidential Information; provided, however, that each Party may make any such announcement or other communication the foregoing obligation of confidence shall not apply to (i) if such announcement information that is or becomes generally available to the public other than as a result of a disclosure in breach of this (b) by Seller or any of its controlled Affiliates or its or their respective representatives, (ii) information that is or becomes available to Seller or its controlled Affiliates after the Closing on a non-confidential basis other than as a result of a disclosure in breach of this (b) by Seller or any of its Affiliates or its or their respective representatives, (iii) following the Closing, is independently developed by Seller or its controlled Affiliates or its or their respective representatives without reference to or the use of any Confidential Information, or (iv) to the extent necessary to enforce the Seller’s rights under this Agreement and any Related Agreement. Notwithstanding the foregoing, in the event Seller or its controlled Affiliates or its or their respective representatives, as applicable, is, upon the advice of legal counsel, required by Law, regulatory authority or other communication is required by applicable Law judicial or the rules of governmental order to disclose any stock exchangeConfidential Information, in which case the disclosing Party shallthen, to the extent permitted by applicable Law, first allow Seller shall provide Buyer with prompt written notice of any such requirement so that Buyer or the Target Group may seek (Aat Buyer’s expense) a protective order or other appropriate remedy and/or waive compliance with the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior terms hereof. Notwithstanding anything contained herein to the Closing)contrary, Seller and its controlled Affiliates may disclose Confidential Information to review such announcement or communication actual and the opportunity to comment thereon potential debt and the disclosing Party shall consider such comments in good faith, equity investors (iiand their representatives) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with ordinary course fundraising activities of Seller or any consents required of its controlled Affiliates (subject to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialthereof being bound by customary confidentiality obligations with respect thereto). (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement The Sellers’ Representative and the consummation of Buyer shall reasonably cooperate to prepare and make a public announcement and create and implement a communications plan regarding the Transactions is subject to promptly following the terms of date hereof. Notwithstanding the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c)foregoing, none of the Parties nor any of their respective Representatives shall issue any press releases or will make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without the prior written consent of the other PartiesSellers’ Representative, prior in the case of a public announcement by the Buyer, or the Buyer, in the case of a public announcement by the Sellers (such consents, in either case, not to the Closing; providedbe unreasonably withheld), however, that each Party may make any such announcement or other communication except (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchangeOrder, in which case the disclosing Party shall, to the extent permitted by applicable LawLaw or Order, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), such other Parties to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider in advance of such comments in good faith, issuance; (ii) in the case of the Sellers and their respective Affiliates, if such announcement or other communication is in connection with fundraising or other investment related activities or is to its direct and indirect investors or prospective investors; (iii) to the extent consistent with the communications plan mutually agreed upon by the Parties, internal announcements to employees of the Acquired Companies; (iv) announcements and communications to Governmental Entities in connection with Filings or Permits relating to the Transactions and which are made in accordance with Section 6.5; and (v) if such announcements or other communications contain only information previously disclosed are consistent with the communications plan mutually agreed upon by the Sellers’ Representative and the Buyer; provided, however, that except in a public statement, press release or other communication previously approved in accordance with the case of clauses (i) and (iv) of this Section 8.056.3(a), and (iii) to Governmental Authorities in connection with no event shall any consents required party hereto make, or allow to be made under this Agreement made, any public 69838412_11 DB1/ 98258861.9 announcement or in connection with communication that includes or references the Transactions. Notwithstanding anything to the contrary in this Section 8.05 Purchase Price or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialelement thereof. (cb) The initial press release concerning this confidentiality provisions of the Confidentiality Agreement and the Transactions shall be a joint press release in incorporated herein, with effect from the form agreed by date hereof until the Company and Acquiror prior earlier to the execution occur of this Agreement and such initial press release (the “Signing Press Release”i) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing or (but in any event within four Business Days thereafter), issue a press release announcing ii) two (2) years from the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingdate hereof.

Confidentiality; Publicity. (a) Acquiror acknowledges The Parties agree that the each shall keep confidential and cause its Affiliates and instruct its officers, directors, employees and advisors to keep confidential, all information being provided to it in connection with this Agreement and the consummation of the Transactions is subject relating to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery conditions of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby(collectively, “Confidential Information”). The Company acknowledges thatNotwithstanding the foregoing, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant a Party may disclose Confidential Information to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of extent such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication disclosure is (i) if such announcement or other communication is required by applicable Law law, administrative process or the any standards or rules of any stock exchange, in exchange to which case the disclosing such Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party or any of its Affiliates is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faithsubject, (ii) to the extent advisors, auditors, legal counsel, agents, lenders and insurers of such announcements party or other communications contain only information previously disclosed in its affiliates (collectively, “Recipients”) provided that such disclosure is necessary for each Recipients to perform their respective obligations on behalf of such Party with respect to this Agreement and a public statementParty shall be liable for any breach of such confidentiality obligations by it Recipients, press release or other communication previously approved in accordance with this Section 8.05, and (iii) of information already known by a Party prior to Governmental Authorities in connection disclosure by the other Party or which is available to the public as of the date hereof, or thereafter becomes available to the public other than as a result of a breach of this Section 5.11, (iv) of information obtained from another source not subject to confidentiality obligation or (v) of information independently developed by a Party’s employees not privy to the other Party’s information. (b) In furtherance of the foregoing, if any Party is or becomes compelled by any governmental, judicial or regulatory authority with any consents required jurisdiction to be made under disclose this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct third party (e.g., by order, deposition, interrogatory, civil investigative demand, request for documents, subpoena, or indirect current similar process or prospective investor (including in connection with rule of procedure, or by statute, rule, or regulation, or other legal requirement), such Party shall give the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesother Party prompt notice of the existence, in each case, so long as terms and circumstances surrounding such recipients are obligated to keep such information confidentialrequirement. (c) The initial press release concerning obligation of the Parties under this Agreement and Section 5.11 shall survive the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution expiration or termination of this Agreement and such initial press release for a period of two (the “Signing Press Release”2) shall be released as promptly as practicable after the execution of this Agreement years. (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”d) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company Each Party shall have the opportunity right to review and comment upon prior approve any publicity material, press releases, or other public statements by the other Party that refer to filing and Acquiror shall consider such comments in good faithParty or that describe any aspect of this Agreement. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement Each Party agrees not to be unreasonably withheldissue any such publicity materials, conditioned press releases, or delayed by any of them) and, as promptly as practicable after public statements without the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation prior written approval of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing)other Party, Acquiror shall file a current report on Form 8-K (the “Closing Filing”) except as is required to comply with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release federal or state securities laws or the Closing Filingrules of any securities exchange to which a Party is subject. No Party shall publish or use any advertising, each Party shallsales promotions, upon written request by or other publicity materials that use any other Party’s logo, furnish trademarks, or service marks without the prior written approval of such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingParty.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions transactions contemplated hereby is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant solely to the extent required by the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in confidential information; provided that Acquiror provides the Company with an opportunity to review and provide comments to such presentation and the Company consents to the contents thereof; and provided, further that nothing in this Section 8.04(a) shall relieve any Investor from any confidentiality obligations (pursuant to Contract or otherwise) to the Company or Acquiror or any of their respective Affiliates. At the Effective Time, the Confidentiality Agreement)Agreement shall terminate with respect to information relating to the Company. (b) Subject Prior to Section 8.05(c)the Effective Time, none of Acquiror, the Parties nor Company or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions transactions contemplated hereby, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other PartiesCompany or Acquiror, prior to the Closing; providedas applicable (which consent shall not be unreasonably withheld, howeverconditioned or delayed), that each Party may make any such announcement or other communication (i) except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any stock national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) Acquiror or the Company, if the disclosing party is Acquiror or (B) Acquiroras applicable, if the disclosing party is the Company (prior shall use their commercially reasonable efforts to the Closing), to review coordinate such announcement or communication with the other party, prior to announcement or issuance and allow the other party a reasonable opportunity to comment thereon and (which shall be considered by Acquiror or the disclosing Party shall consider such comments Company, as applicable, in good faith); provided, (ii) however, that, notwithstanding anything contained in this Agreement to the extent such contrary, each party and its Affiliates may make announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of regarding this Agreement and the Transactions transactions contemplated hereby to their respective owners, their Affiliates, and its and their respective directors, officers, employees, managers, advisors, direct and indirect investors and prospective investors without the consent of any direct or indirect current or prospective investor (including in connection other party hereto; and provided, further, that subject to Section 7.02 and this Section 8.04, the foregoing shall not prohibit any party hereto from communicating with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior third parties to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably extent necessary for such press release the purpose of seeking any third party consent or filingwith any Governmental Authorities under Section 9.01.

Confidentiality; Publicity. (a) Acquiror FTAC acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions transactions contemplated hereby is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges Tempo and the Tempo Blockers acknowledge that, in connection with the PIPE InvestmentInvestment and the Additional Cannae Subscription, Acquiror FTAC shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to Cannae or the PIPE Investors, which information may include Information Evaluation Material (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none None of the Parties nor or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions transactions contemplated hereby, or any subject matter disclosed or required related to be disclosed the foregoing, without first obtaining the prior consent of Tempo, in the Proxy Statement without the prior written consent case of the other FTAC Parties, prior to or FTAC, in the Closing; providedcase of Tempo, howeverthe Tempo Blockers and their respective Affiliates (which consent, that each Party may make in any such announcement case, shall not be unreasonably withheld, conditioned or other communication (i) delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any stock national securities exchange), in which case the disclosing applicable Party shall, shall use their commercially reasonable efforts to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior obtain such consent with respect to the Closing), to review such announcement or communication and the opportunity communication, prior to comment thereon and the disclosing Party shall consider such comments in good faithannouncement or issuance; provided, (ii) however, that, subject to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.0510.06, each Party and its Affiliates may make announcements regarding the status and terms (iiiincluding price terms) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions transactions contemplated hereby to any their respective directors, officers, employees, direct or and indirect current or prospective investor (including limited partners and investors or otherwise in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and confidential without the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution consent of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party; and provided, furnish such other further, that subject to Section 8.02 and this Section 10.06, the foregoing shall not prohibit any Party from communicating with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably third parties to the extent necessary for such press release the purpose of seeking any third party consent; provided, further, that notwithstanding anything to the contrary in this Section 10.06(b), nothing herein shall modify or filingaffect FTAC’s obligations pursuant to Section 10.03.

Confidentiality; Publicity. (a) Acquiror Liberty acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions transactions contemplated hereby and thereby is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated hereby and thereby. The Company Xxxxxxxx acknowledges that, in connection with the PIPE InvestmentFinancing, Acquiror Liberty shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investorsprospective investors, which information may include Information Evaluation Material (as defined in the Company Confidentiality Agreement); provided, that, Liberty provides Markmore with a reasonable opportunity to review and provide comments to such presentation and Markmore consents to the contents thereof (such consent not to be unreasonably withheld, conditioned or delayed). (b) Subject The Parties shall reasonably cooperate to Section 8.05(c)create and implement a communications plan regarding the Transactions promptly following the date hereof. Notwithstanding the foregoing, none of the Parties nor or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions Transactions, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other PartiesMarkmore or Liberty, prior to the Closing; providedas applicable (which consent shall not be unreasonably withheld, howeverconditioned or delayed), that each Party may make any such announcement or other communication except (i) if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Laws or the rules of any stock national securities exchange), in which case the disclosing Party shallsuch Party, as applicable, shall use its reasonable efforts to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior obtain such consent with respect to the Closing), to review such announcement or communication with the relevant Party, prior to announcement or issuance; and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) subject to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.0510.07, each Party and its Affiliates may make announcements regarding the status and terms (iiiincluding price terms) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions transactions contemplated hereby to any their respective directors, officers, employees, direct or and indirect current or prospective investor (including limited partners and investors or otherwise in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential, without the consent of any other Party; and provided, further, that subject to Section 8.02 and this Section 10.07, the foregoing shall not prohibit any Party from communicating with third parties to the extent necessary for the purpose of seeking any third party consent; provided, further, that notwithstanding anything to the contrary in the foregoing in this Section 10.07(b) (a) public announcements and communications that are consistent with public announcements and communications previously approved pursuant to this Section 10.07(b) shall not require approval by either Party, and (b) subject to compliance with Section 10.07(a), communications by Markmore with its customers, employees and other existing or prospective business relationships will not be considered public announcements or communications for purposes of this Section 10.07(b); provided, further, that notwithstanding anything to the contrary in this Section 10.07(b), nothing herein shall modify or affect Liberty’s obligations pursuant to Section 10.03. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form mutually agreed by the Company Xxxxxxxx and Acquiror Liberty prior to the execution of this Agreement Agreement, and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingAgreement.

Confidentiality; Publicity. (a) Acquiror acknowledges Each Party agrees that during the information being provided to it in connection with this Agreement Interim Period and for a period of three (3) years after the consummation expiry of the Transactions is subject to the terms of the Company Confidentiality AgreementInterim Period, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement they shall, and shall apply to all information furnished thereunder or hereunder cause their respective Representatives to: (i) treat and hold in strict confidence any Confidential Information of any other activities contemplated thereby. The Company acknowledges thatParty that is disclosed to such Party or its Representatives, and, without the disclosing Party’s prior written consent, will not use such Confidential Information for any purpose, except in connection with the PIPE Investmentevaluation, Acquiror negotiation and consummation of the transactions contemplated by this Agreement or any other Transaction Agreement, performing their obligations hereunder or thereunder or enforcing their rights hereunder or thereunder (collectively, the “Permitted Purposes”), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any Confidential Information, except that each Party may disclose any Confidential Information (i) to its Affiliates, and its and its Affiliates’ respective directors, officers, employees, partners, professional advisors, investors and permitted transferees, in each case on a need-to-know basis only for any of the Permitted Purposes and where such Persons are under appropriate nondisclosure obligations; or (ii) to the extent required by applicable Laws. In the event that a Party or any of its Representatives, during the Interim Period and for a period of three (3) years after the expiry of the Interim Period, becomes legally required to disclose any Confidential Information of any other Party, such Party shall provide the disclosing Party to the extent legally permitted with prompt written notice of such requirement so that the disclosing Party or a Representative thereof may seek, at the disclosing Party’s cost, a protective order or other remedy, and in any event, it shall furnish only that portion of the Confidential Information which is legally required to be provided and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. Notwithstanding the foregoing, each Party and its Representatives shall be entitled permitted to disclose, pursuant disclose any and all Confidential Information to the Exchange Actextent required by the Federal Securities Laws, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in staff of the Company Confidentiality Agreement).SEC or the rules of the Nasdaq. ​ (b) Subject to Section 8.05(c), none None of the Parties nor or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions Transactions, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication of: (i) (in the case where ListCo, ListCo Major Shareholder or any of their respective Affiliates proposes to make such public announcement or communication) the Company; or ​ (ii) (in the case where the Company or any of its Affiliates proposes to make such public announcement or communication) ListCo, ​ ​ ​ (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or the rules of any stock exchangeLaw, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) ListCo or the Company, if the disclosing party is Acquiror or (B) Acquiroras applicable, if the disclosing party is the Company (prior shall use their reasonable best efforts to the Closing), to review coordinate such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything other Party, prior to announcement or issuance; provided that each Party and its Affiliates may make disclosure regarding the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror status and their respective Representatives may provide general information about the subject matter terms (including price terms) of this Agreement and the Transactions to any direct their respective Affiliates, Representatives and limited partners or indirect current or prospective investor (including investors in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information strictly confidential; and provided that the foregoing shall not prohibit any Party from communicating with third parties to the extent necessary for the purpose of seeking any third party consent or with any Governmental Authorities under Section 8.01. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter)Agreement, Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release ListCo and a description of this Agreement as required by Securities Laws, which the Company shall have issue a mutually agreed joint press release announcing the opportunity execution of this Agreement. Prior to review and comment upon prior to filing and Acquiror Closing, the Company shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue prepare a press release announcing the consummation of the Transactions Transactions, the form and substance of which shall be approved in advance by ListCo, which approval shall not be unreasonably withheld, conditioned or delayed (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after Upon the Closing), Acquiror the Company shall file a current report on Form 8-K (the “Closing Filing”) with issue the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such commentsRelease. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.​

Confidentiality; Publicity. (a) Acquiror acknowledges The Parties hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. (b) The Parties agree that the information being provided initial press release to it in connection be issued with this Agreement and the consummation of the Transactions is subject respect to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement shall be in the form mutually agreed upon by nCino and the Company. Thereafter, nCino and the Company shall not, and shall apply to all information furnished thereunder or hereunder cause each of its Representatives and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information Subsidiaries (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any and each of their respective Representatives shall Subsidiaries’ Representatives) not to, directly or indirectly, issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms release or other similar electronic platforms for communicating public statement relating to persons who are not otherwise obligated to maintain the confidentiality terms of such communications) with respect to this Agreement or the Transactions in any media interview, advertisement, news release, press release or professional or trade publication, or in any subject matter disclosed print media, whether or required not in response to be disclosed in the Proxy Statement an inquiry, without the prior written consent approval of the other PartiesParty (not to be unreasonably withheld, prior conditioned or delayed), unless to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is extent required by applicable Law or the rules of by obligations pursuant to any stock listing agreement with any national securities exchange, in which case such Party shall advise the disclosing other Party shallof any such requirement in advance and the Parties shall use reasonable best efforts to cause a mutually agreeable press release or other public statement to be issued. Notwithstanding anything herein, to (i) each of the extent permitted Parties and their Affiliates may issue press releases or make public announcements concerning this Agreement and the Transactions that are consistent with previous press releases or public announcements made by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror nCino or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faithcompliance with this Section 7.4, (ii) nCino may make public statements with respect to the extent such announcements anticipated effect of this Agreement and the Transactions on nCino’s business and its financial projections, with investors, analysts and financing sources, including on its periodic earnings calls and in any “road show,” and any public disclosure as required by the SEC, FINRA or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance Governmental Entity as nCino may reasonably determine without prior consultation with this Section 8.05, the Company and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this AgreementInsight Venture Management, the Parties agree that the Sponsor, Acquiror LLC and their respective Representatives its Affiliates may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational ordinary course fundraising, marketing, informational, transactional or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that Except as may be required by Law, stock exchange or regulation or as otherwise expressly contemplated herein, no Party or their respective Affiliates, employees, agents and representatives will disclose to any Person the information being provided to it in connection with existence of this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the subject matter or terms hereof or any Confidential Information concerning the business or affairs of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information Party that it may include Information (as defined have acquired from such Party in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none course of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or pursuing the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other PartiesInsurance Company or APSG Parent, prior to as the Closingcase may be; provided, however, that each any Party may make disclose any such announcement Confidential Information as follows: (a) to such Party’s Affiliates and its or other communication its Affiliates’ employees, lenders, counsel, or accountants, the actions for which the applicable Party will be responsible; (ib) if such announcement or other communication is required by to comply with any applicable Law or Order, provided that prior to making any such disclosure the rules Party making the disclosure notifies the other Party of any stock exchange, Action of which it is aware which may result in which case the disclosing Party shall, disclosure and uses its Best Efforts to the extent permitted by applicable Law, first allow limit or prevent such disclosure; (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (iic) to the extent that the Confidential Information is or becomes generally available to the public through no fault of the Party or its Affiliates making such announcements disclosure; (d) to the extent that the same information is in the possession (on a non-confidential basis) of the Party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information without in any way relying on any Confidential Information; or (f) to the extent that the same information becomes available to the Party making such disclosure on a nonconfidential basis from a source other communications contain only than a Party or its Affiliates, which source, to the disclosing Party’s Knowledge, is not prohibited from disclosing such information previously disclosed in by a legal, Contractual, or fiduciary obligation to the other Party. Notwithstanding the foregoing, APSG Parent may make such public statementdisclosure of the existence of this Agreement, the principal economic terms thereof, and the status with respect to achieving the Closing as it desires; provided, that APSG Parent will consult with the Insurance Company prior to releasing any such public disclosure so that the Insurance Company may notify the Insurance Company’s employees of the Transactions. Neither the Insurance Company nor any of its Affiliates will issue any press release or other communication previously approved in accordance with this Section 8.05, and (iii) public announcement related to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialwithout APSG Parent’s prior written approval. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that Each Party shall use its reasonable best efforts to execute a customary confidentiality agreement as reasonably required by the information being provided to it Target in connection with this Agreement and the consummation of the Transactions is subject gaining access to confidential, non-public information with respect to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, Target in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement)Transaction. (b) Subject Each Party acknowledges that it has had or may have access to Section 8.05(ccertain Confidential Information. Each Party agrees that it shall, and shall cause its directors, officers, employees and Affiliates to, and use reasonable best efforts to cause its other Representatives to, maintain the confidentiality of the Confidential Information and refrain from disclosing any Confidential Information to any third person or entity, except (i) as required by law, regulation or legal or regulatory process or in the context of a regulatory audit, including, for the avoidance of doubt, requests or requirements from a bank examiner, regulatory authority or self-regulatory authority in the ordinary course of broad based examination or inspection not specific to the transactions contemplated by this Agreement, (ii) to its directors, officers, employees, Affiliates or other Representatives who need to know such Confidential Information in connection with advising such Party with respect to the Joint Bid or the Transaction, (iii) to its financing sources, limited partners or existing or prospective investors in accordance with its customary practices, (iv) as authorized in writing by the other Party that has authority to provide such authorization or (v) in any proceeding arising from a dispute between the Parties alleging a breach of the terms of this Agreement. In the event that a Party receives a request to disclose all or any part of the Confidential Information from a court or governmental or regulatory authority or agency or is obligated to disclose any portion of the Confidential Information as described in clause (i) of the immediately preceding sentence (other than pursuant to a broad based examination or inspection not specific to the transactions contemplated by this Agreement), none it shall, to the extent permitted by law, (x) notify as promptly as possible the other Party of the Parties existence, terms and circumstances surrounding such obligation; (y) consult with the other Party on the advisability of taking legally available steps to resist or defend against such obligation or to protect the confidentiality of such Confidential Information following such disclosure; and (z) if disclosure of such Confidential Information shall be required, furnish only that portion of the Confidential Information that such Party is requested or legally compelled to disclose. (c) During the term of this Agreement, no Party nor any of their respective Representatives its Affiliates shall issue any press releases release or otherwise make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) statement with respect to this Agreement an actual or potential Joint Bid or Transaction involving any other Party or the Transactions Target without the prior consent of each of the other Party unless such press release or public statement is required by law, regulation or legal or regulatory process (or stock exchange rule). In the event that a Party (or any subject matter disclosed of its Affiliates) becomes obligated to issue a press release or required to be disclosed otherwise make a public statement as described in the Proxy Statement immediately preceding sentence, it shall, to the extent permitted by law, (i) notify as promptly as possible each of the other Party of the existence, terms and circumstances surrounding such obligation; (ii) consult with the other Party on the content of such press release or other public statement; and (iii) include the name of any other Party in such press release or other public statement only if legally compelled to do so. Notwithstanding the foregoing, each Party and its Affiliates may make any beneficial ownership filings or other filings with the U.S. Securities and Exchange Commission, or amendments thereto, in respect of the Target that such Party reasonably believes is required under applicable law without the prior written consent of the other PartiesParty, prior including the filing of any amendments to any Schedule 13D filed by either Party or its Affiliates with the ClosingU.S. Securities and Exchange Commission in respect of the Target; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments coordinate with the other Party in good faith, (ii) to faith regarding the extent content and timing of such announcements filings or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or amendments in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release Joint Bid or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingTransaction.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions transactions contemplated hereby is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information Confidential Material (as defined in the Company Confidentiality Agreement); provided, that, Acquiror provides the Company with a reasonable opportunity to review and provide comments to such presentation and the Company consents to the contents thereof. (b) Subject to Section 8.05(c)None of Acquiror, none of the Parties nor Company or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions transactions contemplated hereby, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other PartiesCompany or Acquiror, prior to the Closing; providedas applicable (which consent shall not be unreasonably withheld, howeverconditioned or delayed), that each Party may make any such announcement or other communication (i) except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Laws or the rules of any stock national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) Acquiror or the Company, if the disclosing party is Acquiror or (B) Acquiroras applicable, if the disclosing party is the Company (prior shall use their reasonable best efforts to the Closing), to review coordinate such announcement or communication and with the opportunity other Party, prior to comment thereon and the disclosing Party shall consider such comments in good faithannouncement or issuance; provided, (ii) however, that, subject to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, each Party and its Affiliates may make announcements regarding the status and terms (iiiincluding price terms) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions transactions contemplated hereby to any their respective directors, officers, employees, direct or and indirect current or prospective investor (including limited partners and investors or otherwise in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and confidential without the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution consent of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party; and provided, furnish such other further, that subject to Section 6.02 and this Section 8.05, the foregoing shall not prohibit any Party from communicating with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably third parties to the extent necessary for such press release or filingthe purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges The parties hereto acknowledge that they have and will receive information from or regarding the other parties or any of their respective Subsidiaries in the nature of trade secrets or that otherwise is confidential information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreementor proprietary information (as further defined below, “Confidential Information”), the terms release of which are incorporated herein by referencewould be damaging to such other party. The Company Confidentiality Agreement Each party hereto shall survive the execution hold in strict confidence any Confidential Information in such party’s possession, and delivery each such party shall not disclose such Confidential Information to any Person (including any Affiliates) other than another party hereto or a Representative of this Agreement and shall apply such party with a need to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, know such Confidential Information in connection with the PIPE InvestmentTransactions or the Asset Acquisition, Acquiror shall be entitled or otherwise use such Confidential Information for any purpose other than to discloseevaluate, pursuant to the Exchange Actanalyze, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none and keep apprised of the Parties nor any of Assets or the other parties’ and their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social mediaSubsidiaries’ businesses and assets and, news feeds, chat rooms or other similar electronic platforms except for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication disclosures (i) if such announcement to comply with any Laws (including applicable stock exchange or quotation system requirements), provided, that a party hereto must notify the other communication parties hereto promptly of any disclosure of Confidential Information which is required by applicable Law or the rules Law, and any such disclosure of any stock exchange, in which case the disclosing Party shall, Confidential Information shall be to the minimum extent permitted required by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) of information that a party hereto has also received from a source independent of the other parties hereto and that such party reasonably believes such source obtained without breach of any obligation of confidentiality to the extent such announcements or other communications contain only information previously disclosed in a public statementparties hereto, press release or other communication previously approved in accordance with this Section 8.05, and (iii) that have been or become independently developed by a party hereto or its Affiliates or on their behalf without using any of the Confidential Information of the other parties hereto, or (iv) that are or become generally available to Governmental Authorities in connection with the public (other than as a result of a prohibited disclosure by a party hereto or its Representatives). The term “Confidential Information” shall include any consents required information pertaining to be made under this Agreement a party’s or any of its Subsidiaries’ business which is not available to the public, whether written, oral, electronic, visual form or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingmedia.

Confidentiality; Publicity. (a) Acquiror acknowledges that Each party agrees to maintain in confidence through the Closing, and each Contributor agrees to maintain in confidence following the Closing, in each case unless otherwise required by applicable Law, reporting requirements or accounting or auditing standards, all materials and information being provided to it in connection with this Agreement received from the other party or otherwise regarding the Property Owner, the Property and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of other matters which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery subject of this Agreement (“Confidential Information”). Each Contributor, MacKenzie OP and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges MacKenzie REIT agree that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant prior to the Exchange ActClosing Date, any information contained in any presentation to the PIPE Investorsneither of them, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Partiesparty hereto, prior shall publicly or privately reveal any information relating to the Closing; providedexistence or terms and conditions of the transactions contemplated hereby, howeverexcept as permitted below in this Section 8.13. (b) The parties agree that nothing in this Section 8.13 shall prevent each Contributor, that each Party may make MacKenzie OP or MacKenzie REIT from disclosing or accessing any such announcement or other communication Confidential Information under this Section (i) if such announcement or other communication is required by applicable Law or in connection with the rules enforcement of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faitha party’s rights hereunder, (ii) pursuant to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or legal requirement in connection with the Transactionsissuance or transfer of securities by MacKenzie OP or MacKenzie REIT, including, without limitation, federal or state securities laws, any reporting requirement or any accounting or auditing standard, or (iii) as may otherwise be required by U.S. federal securities laws. Notwithstanding anything to the contrary Each Contributor, MacKenzie OP and MacKenzie REIT further agree that nothing in this Section 8.05 or otherwise in this Agreement8.13 shall prevent the other of them from disclosing any Confidential Information to its respective Affiliates, owners, employees, counsel, lenders, and agents (collectively, “Representatives”) to the Parties agree extent reasonably necessary to complete the transactions contemplated hereby; provided that the Sponsor, Acquiror disclosing party informs its Representatives of the confidential nature of the Confidential Information and their respective Representatives may provide general information about remains responsible for enforcing the subject matter terms of this Agreement and the Transactions Section as to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialRepresentatives. (c) The initial press release concerning this Agreement and Following the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior Closing, subject to the execution MacKenzie OP LP Agreement or Charter, MacKenzie OP and MacKenzie REIT shall have the sole right to determine the form, timing and substance of, and to issue, all public disclosures concerning the transactions contemplated by this Agreement. (d) Upon the termination of this Agreement for any reason, each party will (i) promptly deliver to each other party all Confidential Information furnished by such other party or its Representatives, together with all copies and summaries thereof in its possession or under its control or the possession or control of its Representatives, and (ii) destroy all materials it or its Representatives have generated that include or refer to any part of the Confidential Information, without retaining a copy of any such initial press release material, and confirm such destruction in writing (including a list of the “Signing Press Release”destroyed materials). (e) Because an award of money damages would be inadequate for any breach of this Section 8.13 by a party or its Representatives and any such breach would cause the other party irreparable harm, each party agrees that, in the event of any breach or threatened breach of this Section 8.13, such other party shall be released as promptly as practicable after entitled, without the execution requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance and shall be entitled to recover all of its costs and expenses (including reasonable attorney fees) in enforcing this Agreement Section 8.13. (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror f) This Section 8.13 shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after survive the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided Except as may be required by applicable Law or stock exchange regulation or as otherwise expressly contemplated herein, no Party or their respective Affiliates, employees, agents, or representatives shall disclose to it in connection with any third party this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the subject matter or terms hereof, or any Confidential Information concerning the business or affairs of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, Party which information it may include Information (as defined have acquired from such Party in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none course of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or pursuing the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other PartiesCompany or Buyer, prior to as the Closingcase may be; provided, however, that each any Party may make disclose any such announcement Confidential Information as follows: (a) to such Party’s Affiliates and its or other communication its Affiliates’ employees, lenders, financial advisors, counsel, or accountants which shall also be subject to the requirements of this Section 4.8; (ib) if such announcement or other communication is required by to comply with any applicable Law or Order, provided that prior to making any such disclosure the rules Party making - 33 - the disclosure notifies the other Party of any stock exchange, Action of which it is aware which may result in which case the disclosing Party shall, disclosure and uses commercially reasonable efforts to the extent permitted by applicable Law, first allow limit or prevent such disclosure; (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (iic) to the extent that the Confidential Information is or becomes generally available to the public through no fault of the Party or its Affiliates making such announcements disclosure; (d) to the extent that the same information is already known by the Party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information without in any way relying on any Confidential Information; and (f) to the extent that the same information becomes available to the Party making such disclosure on a nonconfidential basis from a source other than a Party or its Affiliates, which source, to the knowledge of the disclosing Party, is not prohibited from disclosing such information by a legal, Contractual, or fiduciary obligation to the other communications contain only Party. Buyer may also disclose any such Confidential Information to the extent it believes, after consultation with legal counsel, that such disclosure is necessary or prudent as a company whose shares are publicly traded. If the Transactions are not consummated, each Party will return or destroy as much of the Confidential Information concerning the other Party as the Parties that have provided such information previously disclosed in a public statementmay request. Whether or not the Closing takes place, the Stockholders waive, and will upon Buyer’s request cause Seller and the Company to waive, any cause of Action arising out of the access of Buyer or its representatives to any Confidential Information of the Stockholders. No press release or other communication previously approved in accordance with this Section 8.05, and (iii) public announcement related to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed issued by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon Seller Party without Buyer’s prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingapproval.

Confidentiality; Publicity. 12.1 Each Party shall hold in confidence: (a) Acquiror acknowledges any information provided or supplied by the other Party or its Representatives that is marked confidential, including such information as may have been provided or supplied prior to the Effective Date; (b) the Scope of Work and all exhibits thereto; and (c) the contents of this Feasibility Agreement (collectively, “Confidential Information”). Notwithstanding the foregoing, the following categories of information being provided will not constitute Confidential Information: 12.1.1 information that was in the public domain prior to receipt thereof by such Party or that subsequently becomes part of the public domain by publication or otherwise except by a wrongful act of such Party or its Representatives; 12.1.2 information that such Party can show was lawfully in its possession prior to receipt thereof from the other Party through no breach of any confidentiality obligation; 12.1.3 information received by such Party from a third party having no obligation of confidentiality with respect thereto; and 12.1.4 information at any time developed independently by such Party providing it is not developed from otherwise Confidential Information. 12.2 Notwithstanding anything herein to the contrary, a Party may disclose Confidential Information as follows: 12.2.1 Confidential Information may be disclosed pursuant to and in conformity with applicable laws or in connection with this Agreement and any legal proceedings, provided that the consummation of the Transactions is subject Party required to disclose such information shall give prior notice to the terms other Party of such required disclosure and, if so requested by the Company Confidentiality Agreementother Party, shall use all reasonable efforts to oppose the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive requested disclosure as appropriate under the execution and delivery of this Agreement and shall apply circumstances or to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges thatseek, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms through a protective order or other similar electronic platforms for communicating to persons who are not otherwise obligated appropriate mechanism, to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter Confidential Information; 12.2.2 Confidential Information may be disclosed or as required to be disclosed under securities laws applicable to publicly traded companies and their subsidiaries; 12.2.3 Confidential Information may be disclosed to affiliates, subcontractors, employees, directors, officers, agents, advisors and/or representatives (collectively, “Representatives”) of such Party solely as necessary in connection with the Proxy Statement without Services; provided that (a) each such Representative is informed of the prior confidential nature of the Confidential Information, (b) such Party shall require each such Representative of its obligations under this Article and require each such Representative to adhere to the provisions hereof, and (c) such Party shall be liable to the other for any disclosure by any Representative in violation of the terms of this Article; and 12.2.4 either Party may disclose Confidential Information with the express written consent of the other PartiesParty, prior to the Closing; providedwhich consent shall not be unreasonably conditioned, howeverwithheld, or delayed. 12.3 It is agreed that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or shall be entitled to relief both at law and in equity, including injunctive relief and specific performance, in the rules event of any stock exchangebreach or anticipated breach of this Article, in which case without proof of any actual or special damages. 12.4 All right and title to, and interest in, a Party’s Confidential Information shall remain with such Party. All Confidential Information obtained, developed or created by or for Utility exclusively for the disclosing Party shallServices, including copies thereof, is the exclusive property of Utility whether delivered to Company or not. No right or license is granted to Company or any third party respecting the use of Confidential Information by virtue of this Feasibility Agreement, except to the extent permitted by applicable Lawrequired for Utility’s performance of its obligations hereunder. Company shall deliver the Confidential Information, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing)including all copies thereof, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialUtility upon request. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Confidentiality; Publicity. (a) Acquiror acknowledges that At all times before the information being provided to it in connection with this Closing, except as otherwise permitted under the Confidentiality Agreement between Buyer and the consummation of Company, dated November 21, 2011 (the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c“NDA”), none of the Parties nor Company, any of their respective Representatives Company Subsidiary, any Shareholder or Buyer shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating statements to persons who are not otherwise obligated to maintain the confidentiality of such communications) any third party with respect to this Agreement, the existence of this Agreement or the Transactions transactions contemplated hereby or, in the case of Buyer, disclose to any third party any of the Company’s, any Company Subsidiary’s or any subject matter disclosed or required to be disclosed in the Proxy Statement Shareholder’s confidential information without the prior written consent of the other PartiesCompany, or, in the case of the Company, any Company Subsidiary or any Shareholder, disclose to any third party any of Buyer’s confidential information without the prior to the Closingwritten consent of Buyer; provided, however, that each Party (notwithstanding the limitations regarding such disclosures under the NDA, the waiver of which with respect thereto being hereby provided by the Company) this provision shall not apply to disclosures of publicly-available information or to disclosures by the Company, the Company Subsidiaries, the Shareholders or Buyer to their respective legal and financial advisors (including those providing valuation and fairness analysis) or in connection with seeking lender consents, or the Consents, consents to the transactions contemplated by this Agreement under non-Material Contracts, or waivers of the Terminable Rights, so long as the same are obligated to maintain the confidentiality of any nonpublic information so provided; provided, further, that (notwithstanding the limitations regarding such disclosures under the NDA, the waiver of which with respect thereto being hereby provided by the Company) Buyer may make any such announcement or other communication (i) if such announcement or other communication public disclosure it believes in good faith is required by applicable Law or the rules of any stock exchange, listing or trading agreement concerning its publicly-traded securities (in which case Buyer will use reasonable efforts to consult with the disclosing Party shallShareholder Representative prior to making the disclosure); and provided, further, that (notwithstanding the limitations regarding such disclosures under the NDA, the waiver of which with respect thereto being hereby provided by the Company) the Company will not unreasonably withhold or delay its consent to any press release proposed by Buyer regarding this Agreement or the extent permitted by applicable Lawtransactions contemplated hereby. (b) At all times after the Closing, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication Subsidiaries and the opportunity Shareholders shall not make any statements to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) any third party with respect to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter existence of this Agreement and or the Transactions transactions contemplated hereby or disclose to any direct third party any of the Company’s, Company’s Subsidiaries’ or indirect current Buyer’s confidential information without the prior written consent of Buyer; provided, however, that this provision shall not apply to disclosures by the Company, the Company Subsidiaries, the Shareholders or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each caseBuyer to their respective legal and financial advisors, so long as such recipients the same are obligated to keep such information confidential. (c) The initial press release concerning this Agreement and maintain the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation confidentiality of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingprovided.

Confidentiality; Publicity. (a) Acquiror acknowledges The Parties acknowledge that the information being provided to it in connection with this Agreement and the consummation of the Transactions transactions contemplated hereby is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror Buyer shall be entitled to disclose, pursuant to the extent required by the Exchange ActAct and the rules and regulations promulgated thereunder, any information contained in any presentation to the PIPE Investors, which information may include Confidential Information (as defined in the Company Confidentiality Agreement); provided, that Buyer provides the Company in advance with a reasonable opportunity to review and provide comments to such presentation and the Company reasonably consents to the contents thereof. (b) Subject Prior to Section 8.05(c)the Closing, none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to public communication regarding this Agreement or the Transactions transactions contemplated hereby, or any subject matter disclosed or required related to the foregoing shall not be disclosed in the Proxy Statement issued, without first obtaining the prior written consent of the other PartiesCompany or Buyer, prior to the Closing; providedas applicable (which consent shall not be unreasonably withheld, howeverconditioned or delayed), that each Party may make any such announcement or other communication (i) except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Laws or the rules of any stock national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) Buyer or the Company, if the disclosing party is Acquiror or (B) Acquiroras applicable, if the disclosing party is the Company (prior shall use their reasonable best efforts to the Closing), obtain such consent with respect to review such announcement or communication with the other Party, prior to announcement or issuance; provided, further, that, each Party and its Affiliates may make announcements regarding the status and terms of this Agreement and the opportunity transactions contemplated hereby that have already been made public without a breach of this Section 9.05 to comment thereon their respective directors, managers, officers, employees, direct and indirect current or prospective limited partners and investors or otherwise in the disclosing ordinary course of their respective businesses, and provided, further, that subject to Section 7.02 and this Section 9.05, the foregoing shall not prohibit any Party shall consider such comments in good faith, (ii) from communicating with third parties to the extent such announcements or other communications contain only information previously disclosed in a public statementnecessary for the purpose of seeking any third party consent; provided, press release or other communication previously approved in accordance with this Section 8.05further, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding that notwithstanding anything to the contrary in this Section 8.05 9.05(b), nothing herein shall modify or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions affect Buyer’s obligations pursuant to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidentialSection 9.02. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror At least five (5) Business Days prior to the execution Closing, Buyer and the Company shall mutually begin preparing a draft Current Report on Form 8-K in connection with the announcement of this Agreement and the Closing, together with, or incorporating by reference, such initial press release (information that is or may be required to be disclosed with respect to the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on transactions contemplated hereby pursuant to Form 8-K (the “Signing FilingClosing Form 8-K”) with ). Prior to the Signing Press Release and Closing, the Parties shall prepare a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a agreeable press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after Substantially concurrently with the Closing, Buyer shall distribute the Closing (but in any event within four Business Days after Press Release, and, as soon as practicable thereafter, file the Closing), Acquiror shall file a current report on Closing Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filingSEC.

Confidentiality; Publicity. (a) Acquiror SPAC acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement). (b) Subject to Section 8.05(c)None of SPAC, none of the Parties nor Company or any of their respective Representatives Affiliates shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms announcement or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to issue any public communication regarding this Agreement or the Transactions Transactions, or any subject matter disclosed or required related to be disclosed in the Proxy Statement foregoing, without first obtaining the prior written consent of the other PartiesCompany or SPAC, prior to the Closingas applicable (which consent shall not be unreasonably withheld, conditioned or delayed); providedprovided that, however, that each Party may make any such announcement or other communication except for (i) any communication with any Governmental Authority (including any Competition Authorities) relating to the Transactions or the Transaction Agreement, which shall be made in accordance with Section 8.01(b), or (ii) any Transaction Filings, which shall be prepared and filed in accordance with Section 8.02, if any such announcement or other communication is required by applicable Law or the rules of any stock exchangeLaw, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) SPAC or the Company, if the disclosing party is Acquiror or (B) Acquiroras applicable, if the disclosing party is the Company (prior shall use their reasonable best efforts to the Closing), to review coordinate such announcement or communication with the other Party, prior to announcement or issuance and allow the other Party a reasonable opportunity to comment thereon and (which shall be considered by SPAC or the disclosing Party shall consider such comments Company, as applicable, in good faith); provided, (ii) however, that, notwithstanding anything contained in this Agreement to the extent such contrary, that each Party and its Affiliates may make announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, regarding the status and terms (iiiincluding price terms) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or their respective Representatives and indirect current or prospective investor (including limited partners or investors or otherwise in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activitiesordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidentialconfidential without the consent of any other Party; and provided, further, that subject to Section 6.02 and this Section 8.07(b), the foregoing shall not prohibit any Party from communicating with third parties in accordance with the terms of this Agreement to the extent necessary for the purpose of seeking any third party consent or with any Governmental Authorities under Section 8.01. (c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter)Agreement, Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release SPAC and a description of this Agreement as required by Securities Laws, which the Company shall have issue a mutually agreed joint press release announcing the opportunity execution of this Agreement. Prior to review and comment upon prior to filing and Acquiror Closing, the Company shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue prepare a press release announcing the consummation of the Transactions Transactions, the form and substance of which shall be approved in advance by SPAC, which approval shall not be unreasonably withheld, conditioned or delayed (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after Concurrently with the Closing), Acquiror the Company shall file a current report on Form 8-K (the “Closing Filing”) with issue the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.