Common use of Confidentiality; Publicity Clause in Contracts

Confidentiality; Publicity. Upon execution of this Agreement, Purchasers will issue a press release regarding this Agreement and the transactions contemplated hereby in the 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, no press release or public announcement related to this Agreement or the transactions contemplated hereby or, prior to the Closing, any other announcement or communication (other than communications by the Company Entities, Purchasers or any of their respective officers, managers, employees and agents in the ordinary course of business) to the employees, customers, suppliers or other business 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 public announcement prior to its release; provided that Seller and its Affiliates shall be entitled to communicate with their respective investors relating to this Agreement and the transactions contemplated hereby; provided, further, that no party shall be required to mention or otherwise use the name of another party or its Affiliates (other than the Company Entities) in such press release 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 contemplated hereby consisting solely of information contained in and otherwise consistent with any previously issued press release or public announcement to such party's employees, customers, suppliers and other interested parties without the consent of the other parties.

Confidentiality; Publicity. Upon execution of this Agreement, Purchasers will issue a press release regarding (a) Except as expressly contemplated by this Agreement and or any Related Document, as necessary to obtain Approvals to the consummation of the transactions contemplated hereby in the 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, no press release or public announcement related to this Agreement or any Related Document or as otherwise consented to in writing by the transactions contemplated hereby or, non-disclosing party prior to the Closingsuch disclosure, each party shall hold, and shall cause its officers, directors, employees, representatives, agents and advisors (including attorneys, accountants, consultants, bankers and financial advisors) to hold, in strict confidence and not to disclose to any other announcement or communication Person (including, with respect to the Sellers, Persons not Affiliated with any Seller as of the date hereof), all written and oral information furnished to the other than communications by the Company Entities, Purchasers party or any of their respective its officers, managersdirectors, employees employees, representatives, agents and agents in advisors, whenever furnished and regardless of the ordinary course of businessmanner furnished, together with analyses, compilations, studies or other documents or records prepared by the party receiving such information (collectively, "CONFIDENTIAL INFORMATION"), except that Confidential Information shall not include information which (i) is or becomes generally available to the public other than as a result of disclosure directly or indirectly by the party receiving such information or any of its officers, directors, employees, customersrepresentatives, suppliers agents and advisors, (ii) was independently acquired or other business relations developed by the party receiving such information without violating any of its obligations hereunder or (iii) becomes available to 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 public announcement prior to its release; provided that Seller and its Affiliates shall be entitled to communicate with their respective investors relating to this Agreement and the transactions contemplated hereby; provided, further, that no receiving party shall be required to mention or otherwise use the name of another party or its Affiliates on a nonconfidential basis from a Person (other than the Company Entitiesdisclosing party or its officers, directors, employees, representatives, agents or advisors) in such press release who, to the receiving party's actual knowledge after due inquiry, is not and was not bound by a confidentiality agreement with the disclosing party or public announcement and such omission otherwise prohibited from transmitting the information to the receiving party; provided, however, that the foregoing clauses (i) - (iii) shall not be used as a basis for withholding approval of such press release apply in any way to restrict or public announcementlimit, and are entirely subject to, the agreements contained in Section 10.11. Notwithstanding the foregoing, each a party may make announcements and communications regarding this Agreement and such disclosure necessary to avoid committing a violation of Law (including specifically the transactions contemplated hereby consisting solely Securities Act of information contained in and otherwise consistent with 1933, as amended, or the Exchange Act) or of any previously issued press release rule or public announcement to regulation of any securities association, stock exchange or national securities quotation system on which such party's employeessecurities are listed or trade; provided, customersthat, suppliers and in such event, the disclosing party shall use its reasonable best efforts to give advance notice to the other interested parties without 69 77 party of any potential disclosure, to consult with the consent non-disclosing party as to the scope of the other partiesrequired disclosure and to limit (to the maximum extent possible) the scope of the disclosure. After the Closing, the Purchaser shall be free to disclose any information relating to the Businesses or the Purchased Assets in the Purchaser's sole discretion.

Confidentiality; Publicity. Upon execution Except as may be required by Law, or as otherwise permitted or expressly contemplated herein, no Party or its respective Affiliates, employees, agents and representatives shall disclose to any third party the existence of this AgreementAgreement or the subject matter or terms hereof without the prior consent of the other Party hereto; provided, Purchasers will issue a press release regarding however, that Arsenal Capital Partners LP and its Affiliates (collectively, the "ACP Entities") shall be permitted to (a) disclose such information to their attorneys, advisors, representatives, members or investors and (b) disclose and use such information in connection with enforcing their rights and fulfilling their obligations under this Agreement and the transactions contemplated hereby or any other agreement entered into in the 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, no connection with this Agreement. No press release or public announcement related to this Agreement or the transactions contemplated hereby orTransactions, or prior to the Closing, any other announcement or communication (other than communications by to the customers or suppliers of the Company Entitiesand its Subsidiaries, Purchasers shall be issued or made by any Party without the approval of the other Party, unless required by Law (in the reasonable opinion of counsel) in which case the other Party shall have the right to review such press release, announcement or communication prior to its issuance, distribution or publication. Notwithstanding the foregoing or Section 6.07, nothing in this Agreement shall restrict the ability of any of the ACP Entities from providing (i) the financial results achieved by any of the ACP Entities with respect to their beneficial interest in the Company and its Subsidiaries or (ii) a description of the Company and its Subsidiaries (including their financial performance, and the ACP Entities' investment and role therein), and such other information as the ACP Entities provide to third parties in the ordinary course of their business to the current or prospective limited partners, financing sources or other business associates of the ACP Entities and their respective officers, managers, employees and agents advisors in the ordinary course of business) to the employees, customers, suppliers or other business 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 public announcement prior to its release; provided . The Parties understand that Seller and its Affiliates shall be entitled to communicate with their respective investors relating to this Agreement and a Form 8-K describing the transactions contemplated hereby; providedTransactions will be filed by the Buyer with the Securities and Exchange Commission ("SEC") within four Business Days of its execution. Buyer shall provide the Company and its advisors with a reasonable opportunity to review and comment on the content of such filings with the SEC in advance of such filings. Except as otherwise expressly set forth in this Agreement, furthernone of Buyer, that no party the Company or the 76 Representative shall be required to mention or otherwise use the name of another party or its Affiliates (other than the Company Entities) in such press release 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 prohibited from making any disclosures concerning this Agreement and or the transactions contemplated hereby consisting solely of Transactions to the extent that such disclosure recites information contained in and otherwise consistent with any previously issued press release or prior public announcement to such party's employees, customers, suppliers and other interested parties without the consent of the other partiesdisclosures by Buyer.

Confidentiality; Publicity. Upon execution of this Agreement, Purchasers will issue a press release regarding this Agreement and the transactions contemplated hereby in the form attached hereto Except as Exhibit J. Except for the press release referenced in the preceding sentence and as otherwise may be required by Law or applicable requirements the rules of any stock exchange, or as otherwise permitted or expressly contemplated herein, no Party or its respective Affiliates, employees, agents and representatives shall disclose to any third party the existence of this Agreement or the subject matter or terms hereof without the prior consent of the other Party hereto; provided, however, that the Parties and their Affiliates shall be permitted to (a) disclose such information to their attorneys, advisors, representatives, directors, members, or investors (and, after Closing, the existence of this Agreement to their employees) and (b) disclose and use such 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. Buyer and its Affiliates may issue one or more press releases or other public announcements in connection with the execution of this Agreement; provided, that any such press release will be made available to H.I.G. Capital, L.L.C. for review and comment, and will be subject to the reasonable approval of H.I.G. Capital, L.L.C. prior to the issuance, distribution or publication of such press release or other public announcement. No other press release or public announcement related to this Agreement or the transactions contemplated hereby orherein, or prior to the Closing, any other announcement or communication (other than communications by to the employees, customer or suppliers of the Company Entitiesand its Subsidiaries, Purchasers shall be issued or made by any Party without the approval of the other Party, unless required by Law (in the reasonable opinion of counsel) in which case the other Party shall have the right to review such press release, announcement or communication prior - 84 - to its issuance, distribution or publication. Notwithstanding the foregoing, nothing in this Agreement shall restrict the ability of any of H.I.G. Capital, L.L.C. or any of its Affiliates (the “HIG Entities”) from providing (i) the financial results achieved by any of the HIG Entities with respect to their beneficial interest in the Company and its Subsidiaries, (ii) a description of the Company and its Subsidiaries (including their financial performance, and the HIG Entities’ investment and role therein), or (iii) such other information as the HIG Entities provide to such third parties in the ordinary course of its business to the current or prospective limited partners, financing sources or other business associates of the HIG Entities and their respective officers, managers, employees and agents advisors in the ordinary course of business) to the employees, customers, suppliers or other business 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 public announcement prior to its release; provided that Seller and its Affiliates shall be entitled to communicate with their respective investors relating to this Agreement and the transactions contemplated hereby; provided, further, that no party shall be required to mention or otherwise use the name of another party or its Affiliates (other than the Company Entities) in such press release 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 contemplated hereby consisting solely of information contained in and otherwise consistent with any previously issued press release or public announcement to such party's employees, customers, suppliers and other interested parties without the consent of the other parties.

Confidentiality; Publicity. Upon execution Except for the initial press release of an Affiliate of the Buyer announcing the entry into this Agreement (which shall be in a form reasonably acceptable to the Seller) and as may be required by Law (including the rules of a national securities exchange), or as otherwise permitted or expressly contemplated herein, no Party or its respective Affiliates and Representatives shall disclose to any third party the existence of this AgreementAgreement or the subject matter or terms hereof without the prior consent of the Seller and the Buyer; provided, Purchasers will issue a press release regarding however, that (a) the Seller and its Affiliates shall be permitted to (i) disclose the aggregate amount of consideration provided for herein to their Representatives, members or current investors, (ii) provide general information about the subject matter of this Agreement and the transactions contemplated hereby Group Companies (including their performance and improvements) in connection with the form attached hereto as Exhibit J. Seller or its Affiliates’ fund raising, marketing, informational or reporting activities, and (b) the Parties 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 and shall also be permitted to make disclosures that are consistent in substance with prior disclosures made without violating this Section 10.14. Except for the initial press release referenced of an Affiliate of the Buyer and disclosures that are consistent in the preceding sentence and as otherwise required by Law or applicable requirements of any stock exchangesubstance with prior disclosures made without violating this Section 10.14, no press release or public announcement related to this Agreement or the transactions contemplated hereby orherein, whether on the date hereof or at any time prior to the Closing, any other announcement or communication (other than communications by the Company Entities, Purchasers or any of their respective officers, managers, employees and agents in the ordinary course of business) to the employees, customers, or suppliers or other business relations of the Company Entities or Purchasers Group Companies, shall be issued or made by the Buyer or the Seller without the joint approval of Purchasers and Sellerthe other Party unless required by Law (including the rules of a national securities exchange) in which case, which approval prior to the Closing, the non-disclosing Party shall not be unreasonably withheld or delayed, and have the parties shall use reasonable efforts right to agree upon the text of any review such press release release, announcement, or public announcement communication prior to its release; provided that Seller issuance, distribution, or publication and its Affiliates shall be entitled to communicate consult with their respective investors relating to this Agreement and the transactions contemplated hereby; provided, further, that no party shall be required to mention or otherwise use the name of another party or its Affiliates (other than the Company Entities) in such press release 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 contemplated hereby consisting solely of information contained in and otherwise consistent with any previously issued press release or public announcement to such party's employees, customers, suppliers and other interested parties without the consent of the other partiesParty with respect thereto.

Confidentiality; Publicity. Upon execution of Except as may be required by law or as otherwise permitted or expressly contemplated herein, no party hereto or their respective Affiliates, employees, agents and representatives shall disclose to any third party this Agreement, Purchasers will issue a press release regarding this Agreement and the subject matter or terms hereof or any confidential information or other proprietary knowledge concerning the business or affairs of the other party which it may have acquired from such party in the course of pursuing the transactions contemplated hereby in the form attached hereto as Exhibit J. Except by this Agreement, including all notes, documents and materials prepared by or for the press release referenced in respective party which reflect, interpret, evaluate, include or are derived from such confidential information or proprietary knowledge of the preceding sentence and as other party, without the prior consent of the other party hereto; provided, that any information that is otherwise required by Law publicly available, without breach of this provision, or applicable requirements has been obtained from a third party, or has been requested pursuant to the order of a court of competent jurisdiction or governmental agency having the authority to obtain such information, or pursuant to the rules of any applicable stock exchangeexchange to which any of the parties is subject shall not be deemed confidential information; provided, no however, that the party from whom disclosure is sought, regarding information concerning the other party shall promptly notify such party and allow such party to obtain any order blocking or otherwise controlling the disclosure of such information. Any press release releases or any other public announcement related to announcements concerning this Agreement or the transactions contemplated hereby or, prior to the Closing, any other announcement or communication (other than communications by the Company Entities, Purchasers or any of their respective officers, managers, employees and agents in the ordinary course of business) to the employees, customers, suppliers or other business 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, approved by both Buyer and the parties shall use reasonable efforts Company; PROVIDED, HOWEVER, that if any party reasonably believes that it has a legal obligation to agree upon the text of any such make a press release or public announcement prior to its release; provided that Seller and its Affiliates shall be entitled to communicate with their respective investors relating to this Agreement and the transactions contemplated hereby; provided, further, that no party shall be required to mention or otherwise use the name of another party or its Affiliates (other than the Company Entities) in such press release 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 contemplated hereby consisting solely of information contained in and otherwise consistent with any previously issued press release or public announcement to such party's employees, customers, suppliers and other interested parties without the consent of the other partiesparty cannot be obtained, then the release may be made without such approval. Prior to such time, the parties shall not make any public disclosure regarding the Agreement or the transactions contemplated hereby.

Confidentiality; Publicity. Upon execution (a) 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, Purchasers will issue a press release regarding 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 concerning Seller and the Target Group furnished to the Buyer Parties or their representatives in connection with this Agreement and the transactions contemplated hereby in the form attached hereto as Exhibit J. Except for the press release referenced manner specified in the preceding sentence and as otherwise required by Law Confidentiality Agreement. Notwithstanding anything to the contrary in the Confidentiality Agreement or applicable requirements this Section 9.4, without the prior written consent of any stock exchangethe other Parties, no Party shall issue any press release or make any announcement to the general public announcement related pertaining to this Agreement or the transactions contemplated hereby or, prior to the Closing, any other announcement or communication (other than communications by the Company Entities, Purchasers or any of their respective officers, managers, employees and agents in the ordinary course of business) to the employees, customers, suppliers or other business 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 public announcement prior to its release; provided that Seller and its Affiliates shall be entitled to communicate with their respective investors relating to this Agreement and the transactions contemplated hereby; provided, further, that no party shall be required to mention or otherwise use disclose the name existence of another party or its Affiliates (other than the Company Entities) in such press release 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 contemplated hereby consisting solely of information contained in and otherwise consistent thereby to any Third Party, except (a) as may be required by applicable Law or by obligations pursuant to any listing agreement with any previously issued 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 party's employeespress releases or making any such announcements or disclosures to the general public, customers(b) in connection with the procurement of any necessary consents, suppliers 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 interested parties without representatives as necessary in connection with the consent 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 partiessimilar financial investment funds.

Confidentiality; Publicity. Upon execution of this Agreement, Purchasers will issue a press release regarding this Agreement and the transactions contemplated hereby in the form attached hereto Except as Exhibit J. Except for the press release referenced in the preceding sentence and as otherwise may be required by Law or applicable Law, including the requirements of any stock exchangenational 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 any third party the existence of this Agreement or the subject matter or terms hereof without the prior consent of the other Party; provided, however, that 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 other agreement entered into in connection with this Agreement. No press release or public announcement related to this Agreement or the transactions contemplated hereby orherein, or prior to the Closing, any other announcement or communication (other than communications by to the Company Entitiesemployees, Purchasers 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 Party, unless required by Law (in the reasonable opinion of counsel) in which case the other Party shall have the right to review such press release, announcement or communication prior to its issuance, distribution or publication. Notwithstanding the foregoing, but subject to Section 5.06, nothing in this Agreement shall restrict the 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 the Companies or any of their Subsidiaries or (ii) a description of the Companies and their Subsidiaries (including their financial performance, and the Seller Entities’ investment and role therein), and such other information as the Seller Entities provide to third parties in the ordinary course of its business to the current or prospective limited partners, financing sources or other business associates of the Seller Entities and their respective officers, managers, employees and agents advisors in the ordinary course of business) to the employees, customers, suppliers or other business 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 public announcement prior to its release; provided that Seller and its Affiliates shall be entitled to communicate with their respective investors relating to this Agreement and the transactions contemplated hereby; provided, further, that no party shall be required to mention or otherwise use the name of another party or its Affiliates (other than the Company Entities) in such press release 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 contemplated hereby consisting solely of information contained in and otherwise consistent with any previously issued press release or public announcement to such party's employees, customers, suppliers and other interested parties without the consent of the other parties.

Confidentiality; Publicity. Upon execution Except as may be required by law, rule, regulation, or pursuant to a stock exchange listing agreement or as otherwise permitted or expressly contemplated herein, no Party and none of their respective controlled Affiliates, employees, agents, and representatives shall disclose to any third party this Agreement, Purchasers will issue a press release regarding this Agreement and the subject matter or terms hereof or any confidential information or other proprietary knowledge concerning the business or affairs of any other Party which it may have acquired from such Party in the course of pursuing the transactions contemplated by this Agreement without the prior written consent of the other Parties; provided, that 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 third party’s duties, shall not be deemed confidential information, and after the Closing Buyer shall not be restricted with respect to any confidential information of the Company. This Agreement, the terms of the Transaction, the financial statements of the Company, and related information will be publicly disclosed by Seller and Buyer in their respective filings with the SEC and investor communications, and each other Party hereby in consents to such disclosure and waives the 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 provisions of any stock exchange, no applicable confidentiality or similar agreement that otherwise would have prevented such disclosure. No press release or other public announcement related to this Agreement or the transactions contemplated hereby or, prior to the Closing, any other announcement or communication (other than communications by the Company Entities, Purchasers or any of their respective officers, managers, employees and agents in the ordinary course of business) to the employees, customers, suppliers or other business relations of the Company Entities or Purchasers Transaction shall be issued by either Seller or made without Buyer or their Affiliates unless the joint information contained therein is accurate and the general description of this Agreement or the Transaction has been reviewed in advance by the other Party and such other Party has approved or otherwise not objected to such description (such approval of Purchasers and Seller, which approval shall not to be unreasonably withheld or delayed, and the parties shall use reasonable efforts to agree upon the text of any such press release or public announcement prior to its release; provided that Seller and its Affiliates shall be entitled to communicate with their respective investors relating to this Agreement and the transactions contemplated hereby; provided, further, that no party shall be required to mention or otherwise use the name of another party or its Affiliates (other than the Company Entities) in such press release 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 contemplated hereby consisting solely of information contained in and otherwise consistent with any previously issued press release or public announcement to such party's employees, customers, suppliers and other interested parties without the consent of the other parties).

Confidentiality; Publicity. Upon execution of this Agreement, Purchasers will issue a press release regarding this Agreement (a)The Sellers’ Representative and the transactions contemplated hereby in the form attached hereto as Exhibit J. Except for the press release referenced in the preceding sentence Buyer shall reasonably cooperate to prepare and as otherwise required by Law or applicable requirements of any stock exchange, no press release or public announcement related to this Agreement or the transactions contemplated hereby or, prior to the Closing, any other announcement or communication (other than communications by the Company Entities, Purchasers or any of their respective officers, managers, employees and agents in the ordinary course of business) to the employees, customers, suppliers or other business 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 public announcement prior to its release; provided that Seller and its Affiliates shall be entitled to communicate with their respective investors relating to this Agreement and the transactions contemplated hereby; provided, further, that no party shall be required to mention or otherwise use the name of another party or its Affiliates (other than the Company Entities) in such press release or make a public announcement and such omission shall not be used as create and implement a basis for withholding approval of such press release or public announcementcommunications plan regarding the Transactions promptly following the date hereof. Notwithstanding the foregoing, each party may none of the Parties will make any public announcement or issue any public communication regarding this Agreement or the Transactions or any matter related to the foregoing, without the prior written consent of the Sellers’ Representative, 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 be unreasonably withheld), except (i) if such announcement or other communication is required by applicable Law or Order, in which case the disclosing Party shall, to the extent permitted by applicable Law or Order, first allow such other Parties to review such announcement or communication and the opportunity to comment thereon in advance of such 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 regarding this Agreement 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 communications are consistent with the communications plan mutually agreed upon by the Sellers’ Representative and the transactions contemplated hereby consisting solely Buyer; provided, however, that except in the case of information contained clauses (i) and (iv) of this Section 6.3(a), in and otherwise consistent with no event shall any previously issued press release party hereto make, or allow to be made, any public 29 69838412_11 DB1/ 98258861.9 announcement to such party's employees, customers, suppliers and other interested parties without or communication that includes or references the consent of the other partiesPurchase Price or any element thereof.

Confidentiality; Publicity. Upon execution of Except as may be required by law or legal or administrative process or as otherwise permitted or expressly contemplated herein, no Party or their respective Affiliates, employees, agents and representatives shall disclose to any third party this Agreement, Purchasers will issue the subject matter or terms hereof or any confidential information or other proprietary knowledge concerning the business or affairs of any other Party which it may have acquired from such Party in the course of pursuing the transactions contemplated by this Agreement, without the prior consent of the other Parties; provided, however, that any information that is otherwise publicly available, without breach of this provision, or has been obtained from a press third party without a breach of such third party's duties, shall not be deemed confidential information. The Parties further agree that, from and the date hereof through the Closing Date, no public release regarding this Agreement and or announcement concerning the transactions contemplated hereby in the 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, no press release or public announcement related to this Agreement or the transactions contemplated hereby or, prior to the Closing, any other announcement or communication (other than communications by the Company Entities, Purchasers or any of their respective officers, managers, employees and agents in the ordinary course of business) to the employees, customers, suppliers or other business relations of the Company Entities or Purchasers shall be issued or made by any Party without the joint approval prior consent of Purchasers and Seller, the other Parties (which approval consent shall not be unreasonably withheld withheld), except (i) for such releases or delayedannouncements which may be required by law or the rules or regulations of the United States Securities and Exchange Commission, the National Association of Securities Dealers or NASDAQ, in which case the Party required to make the release or announcement shall allow the other Parties reasonable time to comment on such release or announcement in advance of its issuance, and (ii) that each of the parties shall use reasonable efforts Representative and the Company may make such an announcement to agree upon the text of any such press release or public announcement prior to its release; provided that Seller and its Affiliates shall be entitled to communicate with their respective investors relating to this Agreement employees and the transactions contemplated hereby; partners, provided, further, that no party shall be required to mention or otherwise use the name of another party or its Affiliates (other than the Company Entities) may make no such announcements without the allowing APAC reasonable time to comment on such announcement in such press release or public announcement and such omission shall not be used as a basis for withholding approval advance of such press release or public announcementits issuance to the Company's employees. Notwithstanding the foregoing, each party may make announcements APAC and communications regarding the Principal Stockholders shall cooperate to prepare joint press releases to be issued (A) promptly following the execution of this Agreement and (B) on the transactions contemplated hereby consisting solely of information contained in and otherwise consistent with any previously issued press release or public announcement to such party's employees, customers, suppliers and other interested parties without the consent of the other partiesClosing Date.

Confidentiality; Publicity. Upon execution of this (a) The Parties acknowledge that the Company and Buyer have previously executed the Confidentiality Agreement, Purchasers dated June 7, 2019 (the “Confidentiality Agreement”), which Confidentiality Agreement will issue a press release regarding this Agreement continue in full force and effect in accordance with its terms. Each of Buyer and the transactions contemplated hereby Company will hold, and will cause its Representatives to hold any Confidential Information (as defined in the form attached hereto as Exhibit J. Except for Confidentiality Agreement) confidential in accordance with the press release referenced in the preceding sentence and as otherwise required by Law or applicable requirements of any stock exchange, no press release or public announcement related to this Agreement or the transactions contemplated hereby or, prior to the Closing, any other announcement or communication (other than communications by the Company Entities, Purchasers or any of their respective officers, managers, employees and agents in the ordinary course of business) to the employees, customers, suppliers or other business relations terms of the Company Entities or Purchasers Confidentiality Agreement. Each party hereto agrees that it and its Representatives shall be issued or made without hold the joint approval terms of Purchasers and Seller, which approval shall not be unreasonably withheld or delayedthe Transaction Documents (including the economic terms), and the parties fact of the Transaction Documents’ existence, in strict confidence. At no time shall use reasonable efforts to agree upon the text Company or its Representatives disclose any of the terms of the Transaction Documents (including the economic terms) or any such press release or non-public announcement prior to its release; provided that Seller and its Affiliates shall be entitled to communicate with their respective investors relating to this Agreement and the transactions contemplated hereby; provided, further, that no party shall be required to mention or otherwise use the name of information about another party or its Affiliates (hereto to any other than Person without the Company Entities) in prior written consent of the Buyer about which such press release or non-public announcement and such omission shall not be used as a basis for withholding approval of such press release or public announcementinformation relates. Notwithstanding anything to the contrary in the foregoing, each a party may make announcements hereto shall be permitted to disclose any and communications regarding all terms of this 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 transactions contemplated hereby consisting solely rules of information contained The Nasdaq Stock Market. Notwithstanding anything in this Agreement to the contrary, following Closing and otherwise consistent with any previously issued press release or 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 party's employees, customers, suppliers and other interested parties without the consent announcement does not disclose any of the other partiesterms of the Merger or the other transactions contemplated herein.