Common use of Press Release and Announcements; Confidentiality Clause in Contracts

Press Release and Announcements; Confidentiality. From and after the date hereof, no press releases or other releases of information related to this Agreement or the Contemplated Transactions will be issued or released without the prior written consent of both Purchaser and the Seller which shall not be unreasonably withheld; provided, however, that any Party or its ultimate corporate parent shall be permitted to issue press releases, public announcements or other disclosures of information related to this Agreement, the Loan Agreement, or the Contemplated Transactions as are required by (a) any applicable securities Law, or (b) any rules or filing requirements of any national stock exchange upon which such Party’s or such Party’s ultimate corporate parent’s capital stock is traded (“Securities Laws”), without having to obtain the consent of any other Party. For the avoidance of doubt and notwithstanding anything contained herein to the contrary, Purchaser and Parent, in the sole and absolute discretion of Purchaser and Parent, to the extent required or permitted by Securities Laws, shall be entitled to attach an executed copy of this Agreement, without schedules or exhibits (unless and to the extent any such schedules or exhibits are required by Securities Laws to be attached), to any Form 8-K, 10-K, and 10-Q filed by the Parent with the U.S. Securities and Exchange Commission without having to obtain the consent of Seller or any other Party or Person. The Seller and Purchaser agree to keep the terms of this Agreement confidential, except to the extent required by any applicable Securities Law and except that the Parties may disclose such terms to their respective Affiliates and their respective Affiliates’ respective employees, accountants, advisors and other Representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by contract to keep the terms of this Agreement confidential). The Parties acknowledge and agree that (i) the Confidentiality Agreement is still in full force and effect, (ii) the provisions of the Confidentiality Agreement are hereby incorporated herein and shall be binding on Seller and Purchaser, as well as their respective Subsidiaries, in accordance with its terms, and (iii) notwithstanding anything to the contrary set forth herein, the Confidentiality Agreement shall remain in full force and effect after the termination of this Agreement until May 4, 2023, as provided in the Confidentiality Agreement; provided, that the parties hereto or thereto may agree in writing to extend the term of the Confidentiality Agreement beyond said date.

Press Release and Announcements; Confidentiality. From Unless required by law (in which case each of Purchaser and the Sellers’ Representative shall, to the fullest extent permitted by law, consult with the other party prior to any such disclosure as to the form and content of such disclosure), from and after the date hereof, through and including the Closing Date, no press releases releases, announcements to the employees, customers or suppliers of the Business or other releases of information related to this Agreement or the Contemplated Transactions transactions contemplated hereby will be issued or released without the prior written consent of both Purchaser and the Seller which shall not be unreasonably withheld; providedSellers’ Representative or otherwise as set forth in the communications plan agreed to by Purchaser and Sellers’ Representative prior to the date hereof. Purchaser acknowledges that following the date hereof, howeverregardless of whether this Agreement is terminated, that any Party or its ultimate corporate parent shall be permitted to issue press releasescertain confidentiality agreement by and between the Company and Purchaser, public announcements or other disclosures dated as of information related to this January 18, 2022 (the “Confidentiality Agreement, the Loan Agreement, or the Contemplated Transactions as are required by (a) any applicable securities Law, or (b) any rules or filing requirements of any national stock exchange upon which such Party’s or such Party’s ultimate corporate parent’s capital stock is traded (“Securities Laws”), without having to obtain the consent of any other Party. For the avoidance of doubt and notwithstanding anything contained herein to the contrary, Purchaser and Parent, in the sole and absolute discretion of Purchaser and Parent, to the extent required or permitted by Securities Laws, shall be entitled to attach an executed copy of this Agreement, without schedules or exhibits (unless and to the extent any such schedules or exhibits are required by Securities Laws to be attached), to any Form 8-K, 10-K, and 10-Q filed by the Parent with the U.S. Securities and Exchange Commission without having to obtain the consent of Seller or any other Party or Person. The Seller and Purchaser agree to keep the terms of this Agreement confidential, except to the extent required by any applicable Securities Law and except that the Parties may disclose such terms to their respective Affiliates and their respective Affiliates’ respective employees, accountants, advisors and other Representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by contract to keep the terms of this Agreement confidential). The Parties acknowledge and agree that (i) the Confidentiality Agreement is still in full force and effect, (ii) the provisions of the Confidentiality Agreement are hereby incorporated herein and shall be binding on Seller and Purchaser, as well as their respective Subsidiaries, in accordance with its terms, and (iii) notwithstanding anything to the contrary set forth herein, the Confidentiality Agreement shall remain in full force and effect after in accordance with its terms. Notwithstanding the termination foregoing, a press release of the Parent with respect to this Agreement and the transactions contemplated hereby will be issued by Parent promptly following the execution and delivery of this Agreement until May 4and promptly following Closing (the content of which press release is subject to the reasonable advanced approval of the Company prior to external disclosure) and Parent will file with the SEC a Current Report on Form 8-K promptly following the date hereof, 2023which will include a copy of this Agreement (provided that, as provided in at Parent’s discretion, a copy may be filed with its Quarterly Report or Form 10-Q, and a Current Report on Form 8-K, promptly following the Confidentiality Agreement; providedClosing). For the avoidance of doubt, that the parties hereto acknowledge and agree that the Sellers’ Representative and its Affiliates (except for the Company and its Subsidiaries) may provide (a) general information about the subject matter of this Agreement and the Company and its Subsidiaries (including its and their performance) in connection with the Sellers Representative's or thereto may agree its Affiliates' fund raising, marketing, informational or reporting activities, and (b) information about this Agreement, including the economic terms hereof, and the Company and its Subsidiaries in writing to extend connection with ordinary course communications with the term of the Confidentiality Agreement beyond said dateSeller Representatives' or its Affiliates' partners (including limited partners).

Press Release and Announcements; Confidentiality. From Unless required by Law (in which case each of Purchaser and the Sellers’ Representative shall, to the fullest extent permitted by Law, consult with the other party prior to any such disclosure as to the form and content of such disclosure), from and after the date hereof, through and including the Closing Date, no press releases releases, announcements to the employees, customers or suppliers of the Business or other releases of information related to this Agreement or the Contemplated Transactions transactions contemplated hereby will be issued or released without the prior written consent of both Purchaser and the Seller Sellers’ Representative (which consent shall not be unreasonably withheld; provided, however, that any Party conditioned or its ultimate corporate parent shall be permitted to issue press releases, public announcements or other disclosures of information related to this Agreement, the Loan Agreement, or the Contemplated Transactions as are required by (a) any applicable securities Law, or (b) any rules or filing requirements of any national stock exchange upon which such Party’s or such Party’s ultimate corporate parent’s capital stock is traded (“Securities Laws”delayed), without having to obtain the consent of any other Party. For the avoidance of doubt and notwithstanding anything contained herein to the contrary, Purchaser and Parent, in the sole and absolute discretion of Purchaser and Parent, to the extent required or permitted by Securities Laws, shall be entitled to attach an executed copy of this Agreement, without schedules or exhibits (unless and to the extent any such schedules or exhibits are required by Securities Laws to be attached), to any Form 8-K, 10-K, and 10-Q filed by the Parent with the U.S. Securities and Exchange Commission without having to obtain the consent of Seller or any other Party or Person. The Seller and Purchaser parties hereto agree to keep the terms of this Agreement confidential, except (i) that any party may make any public disclosure to the extent it believes in good faith that it is required by applicable Law or any listing or trading agreement or the rules and regulations of any securities exchange or automated securities quotation system concerning its publicly-traded securities (in which case the disclosing party will, to the extent permitted by applicable Securities Law Law, any such listing or trading agreement, rules or regulations, use its commercially reasonable efforts to advise the other party prior to making the disclosure, deliver a copy of such proposed disclosure to the other party (and except accept any reasonable comments provided by such other party) and use commercially reasonable efforts to seek confidential treatment of such disclosure), and (ii) that the Parties parties may disclose such terms to their respective Affiliates and their respective Affiliates’ respective investors, employees, accountants, advisors and other Representatives representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by contract to keep the terms of this Agreement confidential). The Parties parties acknowledge and agree that (i) following the Confidentiality date hereof, regardless of whether this Agreement is still in full force terminated, that certain confidentiality agreement by and effectbetween the Company and TreeHouse Foods, Inc., dated as of February 24, 2014 (ii) the provisions of the “Confidentiality Agreement are hereby incorporated herein and shall be binding on Seller and PurchaserAgreement”), as well as their respective Subsidiaries, in accordance with its terms, and (iii) notwithstanding anything to the contrary set forth herein, the Confidentiality Agreement shall remain in full force and effect after the termination of this Agreement until May 4, 2023, as provided in the Confidentiality Agreement; provided, that the parties hereto or thereto may agree in writing to extend the term of the Confidentiality Agreement beyond said dateaccordance with its terms.

Press Release and Announcements; Confidentiality. From Unless required by Law or the rules of any stock exchange upon which the relevant party’s securities are listed, (in which case each of Purchaser and the Company, or following the Closing, the Sellers’ Representative shall, to the fullest extent permitted by Law, consult with the other party prior to any such disclosure as to the form and content of such disclosure), (a) from and after the date hereofhereof until the Closing, no press releases announcements to the employees, customers or suppliers of the Business or other releases of information related to this Agreement or the Contemplated Transactions transactions contemplated hereby, and (b) from and after the date hereof (through the Closing Date), no press releases or other public disclosure related to this Agreement or the transactions contemplated hereby, in each case, will be issued or released without the prior written consent of both Purchaser and the Seller which shall not be unreasonably withheld; providedCompany, howeveror following the Closing Date, that any Party or its ultimate corporate parent the Sellers’ Representative, except as reasonably necessary for the Company to obtain the consents and approvals of third parties contemplated by this Agreement. Notwithstanding the foregoing, (i) Purchaser shall be permitted to issue a press releasesrelease or otherwise make any public announcement or filing of or concerning this Agreement or the transactions contemplated hereby; provided, public announcements that Purchaser provides the Sellers’ Representative a reasonable opportunity to review such press release or other disclosures of information related public announcement or filing and considers in good faith any comments thereto, (ii) this Section 8.2 shall not apply to this Agreement, any press release or other public disclosure made by the Loan Agreement, Company or the Contemplated Transactions as are required by (a) Purchaser which is consistent with prior disclosure and does not contain any applicable securities Law, or (b) any rules or filing requirements of any national stock exchange upon which such Party’s or such Party’s ultimate corporate parent’s capital stock is traded (“Securities Laws”), without having to obtain the consent of any other Party. For the avoidance of doubt and notwithstanding anything contained herein information relating to the contrary, Purchaser and Parent, transactions contemplated hereby that has not been previously announced or made public in the sole and absolute discretion of Purchaser and Parent, to the extent required or permitted by Securities Laws, shall be entitled to attach an executed copy of this Agreement, without schedules or exhibits (unless and to the extent any such schedules or exhibits are required by Securities Laws to be attached), to any Form 8-K, 10-K, and 10-Q filed by the Parent accordance with the U.S. Securities and Exchange Commission without having to obtain the consent of Seller or any other Party or Person. The Seller and Purchaser agree to keep the terms of this Agreement confidentialand (ii) after the public announcement of the Merger, except the Sellers’ Representative shall be permitted to publicly announce that it has been engaged to serve as the extent required by any applicable Securities Law and except that the Parties may disclose such terms to their respective Affiliates and their respective AffiliatesSellers’ respective employees, accountants, advisors and other Representatives as necessary Representative in connection with the ordinary conduct of their respective businesses (so Merger as long as such Persons agree to announcement does not disclose any of the other terms of the Merger or are bound the other transactions contemplated herein. The parties hereto acknowledge that following the date hereof, that certain mutual confidentiality agreement by contract to keep and between the terms Company and Purchaser, dated as of January 16, 2017 (the “Confidentiality Agreement”), shall survive the termination of this Agreement confidential). The Parties acknowledge and agree that (i) the Confidentiality Agreement is still in full force and effect, (ii) the provisions of the Confidentiality Agreement are hereby incorporated herein and shall be binding on Seller and Purchaser, as well as their respective Subsidiaries, in accordance with its terms, and (iii) notwithstanding anything to the contrary set forth herein, the Confidentiality Agreement shall remain in full force and effect after the termination of this Agreement until May 4, 2023, as provided in the Confidentiality Agreement; provided, that the parties hereto or thereto may agree in writing to extend the term accordance with its terms. The terms of the Confidentiality Agreement beyond said dateshall continue in full force and effect until the Closing, at which time such Confidentiality Agreement shall terminate.

Press Release and Announcements; Confidentiality. From (a) The Purchaser shall issue the initial press release announcing the execution of this Agreement attached hereto as Exhibit H (the “Press Release”) and after shall be permitted to prepare and file and present an investor presentation with regard to the matters set forth herein substantially in accordance with the draft shared prior to the date hereof. Except as otherwise expressly contemplated by or necessary to implement the provisions of this Agreement, no neither the Purchaser, the Company nor any of the Seller Subsidiaries or their Affiliates shall issue any press releases release or other releases of information related otherwise make any public statements or disclosure with respect to the transactions contemplated by this Agreement or the Contemplated Transactions will be issued or released without the prior written consent of both Purchaser and the Seller which shall not be unreasonably withheld; provided, however, that any Party or its ultimate corporate parent shall be permitted to issue press releases, public announcements or other disclosures of information related to this Agreement, the Loan Agreement, or the Contemplated Transactions as are required by (a) any applicable securities Law, or (b) any rules or filing requirements of any national stock exchange upon which such Party’s or such Party’s ultimate corporate parent’s capital stock is traded (“Securities Laws”), without having to obtain the consent of any other Party. For the avoidance of doubt and notwithstanding anything contained herein to the contrary, Purchaser and Parent, in the sole and absolute discretion of Purchaser and Parent, to the extent required or permitted by Securities Laws, shall be entitled to attach an executed copy of this Agreement, without schedules or exhibits (unless and to the extent any such schedules or exhibits are required by Securities Laws to be attached), to any Form 8-K, 10-K, and 10-Q filed by the Parent with the U.S. Securities and Exchange Commission without having to obtain the consent of Seller or any other Party or Person. The Seller and Purchaser agree to keep the terms of this Agreement confidential, except to the extent required by any applicable Securities Law and except Law, consistent with prior disclosures or for financial reporting purposes; provided that (i) the Parties may disclose such terms to their respective Affiliates and their respective Affiliates’ respective employees, accountants, advisors and other Representatives representatives as necessary in connection with the ordinary conduct of their respective businesses and (so long ii) disclosure by Vista and Exxxxxx Investment Management L.P. and their affiliated investment vehicles or their respective Affiliates (x) of the key economic terms of the transactions contemplated by this Agreement and the return realized as such Persons agree a result thereof to their current limited partners and investors who are subject to customary confidentiality obligations with respect thereto in connection with their normal fundraising, marketing and reporting activities in the ordinary course of business and (y) after the Closing, in the form of notifications to mailing lists, including to “friends and family” and by posting on their respective website that the Business was sold to the Purchaser Entities, without disclosing the economic terms set forth herein. Purchaser acknowledges that, only upon and following the Closing or are bound by contract to keep the terms termination of this Agreement confidential). The Parties acknowledge and agree that (i) the Confidentiality Agreement is still in full force and effect, (ii) the provisions of the Confidentiality Agreement are hereby incorporated herein and shall be binding on Seller and Purchaser, as well as their respective Subsidiaries, in accordance with its terms, and (iii) notwithstanding anything pursuant to the contrary set forth hereinArticle VIII, the confidentiality agreement entered into by Purchaser and the Company in connection with the contemplated transaction (the “Confidentiality Agreement Agreement”) shall remain in full force and effect pursuant to its terms. (b) Vista Equity Partners Management, LLC and its affiliated investment funds (“Vista”) have provided, and may continue to provide after the termination date hereof, the Business and certain of the Sellers’ executives and certain other employees with access to the Vista Best Practices (information about which the Sellers may provide to the board of directors of the Sellers) and certain other proprietary and confidential information of Vista (the “Vista Confidential Information”). Purchaser agrees on behalf of itself and its Affiliates that (i) the Vista Best Practices and the other Vista Confidential Information are valuable, confidential and proprietary information and constitute trade secrets of Vista, (ii) the Vista Best Practices and the other Vista Confidential Information remain the exclusive property of Vista and must not be used or disclosed in any manner by Purchaser or any of its Affiliates, (iii) the terms under which the Vista Best Practices and the other Vista Confidential Information were provided to the Sellers and the Sellers’ executives and certain other employees (the “Permitted Recipients”) do not permit access to the Vista Best Practices or other Vista Confidential Information by any Person other than such Permitted Recipients, (iv) none of Purchaser, its Affiliates or their respective directors, managers, officers, employees or agents shall request access to the Vista Best Practices or other Vista Confidential Information and (v) Purchaser and its Affiliates shall have no rights in the Vista Best Practices or other Vista Confidential Information. Purchaser, on behalf of itself and its officers and directors, acknowledges that the Company will be relying on the confidentiality covenants provided in this Section 10.2 in connection with entering into this Agreement until May 4and that this Section 10.2 is intended for the benefit of, 2023and to grant third party rights to, as provided in the Confidentiality Agreement; provided, that the parties hereto or thereto may agree in writing Vista and its Affiliates to extend the term of the Confidentiality Agreement beyond said dateenforce this Section 10.2.

Press Release and Announcements; Confidentiality. From (a) Unless required by law (in which case each of Purchaser and the Sellers’ Representative shall consult, to the fullest extent permitted by law, with the other party prior to any such disclosure as to the form and content of such disclosure), from and after the date hereof, through and including the Closing Date, no press releases releases, announcements to the employees, customers or suppliers of the Businesses or other releases of information related to this Agreement or the Contemplated Transactions transactions contemplated hereby will be issued or released without the prior written consent of both Purchaser and the Seller which shall Sellers’ Representative (not to be unreasonably withheld, conditioned or delayed); provided, however, provided that any Party or its ultimate corporate parent (x) Purchaser shall be permitted entitled, without the written consent of Sellers’ Representative, to issue press releases, public announcements or other disclosures answer questions from analysts and investors of information Purchaser related to this Agreement, the Loan Agreement, or transaction and (y) the Contemplated Transactions as are required by (a) any applicable securities Law, or (b) any rules or filing requirements of any national stock exchange upon which such Party’s or such Party’s ultimate corporate parent’s capital stock is traded (“Securities Laws”), without having to obtain the consent of any other Party. For the avoidance of doubt and notwithstanding anything contained herein to the contrary, Purchaser and Parent, in the sole and absolute discretion of Purchaser and Parent, to the extent required or permitted by Securities Laws, Sellers’ Representative shall be entitled to attach an executed copy of disclose terms to limited partners and potential limited partners, in each case, with information that is consistent with any public statements, announcements or releases previously issued or made in accordance with this AgreementSection 9.3. Purchaser acknowledges that, without schedules or exhibits (unless and to upon the extent any such schedules or exhibits are required by Securities Laws to be attached), to any Form 8-K, 10-K, and 10-Q filed by the Parent with the U.S. Securities and Exchange Commission without having to obtain the consent of Seller or any other Party or Person. The Seller and Purchaser agree to keep the terms termination of this Agreement confidentialpursuant to Article 8, except to that certain letter agreement by and between Purchaser and Active Network, dated as of March 21, 2017 (the extent required by any applicable Securities Law and except that the Parties may disclose such terms to their respective Affiliates and their respective Affiliates’ respective employees, accountants, advisors and other Representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by contract to keep the terms of this Agreement confidential). The Parties acknowledge and agree that (i“Confidentiality Agreement”) the Confidentiality Agreement is still in full force and effect, (ii) the provisions of the Confidentiality Agreement are hereby incorporated herein and shall be binding on Seller and Purchaser, as well as their respective Subsidiaries, in accordance with its terms, and (iii) notwithstanding anything to the contrary set forth herein, the Confidentiality Agreement shall remain in full force and effect pursuant to its terms; provided that the parties agree that the Confidentiality Agreement shall automatically terminate and be of no further force and effect as of the Closing. (b) Vista Equity Partners Management, LLC and its affiliated investment funds (“Vista”) have provided, and may continue to provide after the termination date hereof, the Company and certain of this Agreement until May 4the Company’s and its Subsidiaries’ executives and certain other employees with access to Vista’s Standard Operating Procedures (“VSOPs”) (information about which the Company and its Subsidiaries may provide to the board of managers of the Company) and certain other valuable, 2023confidential and proprietary information of Vista (the “Vista Confidential Information”). Purchaser agrees on behalf of itself and its Affiliates that (i) the VSOPs and the other Vista Confidential Information are valuable, as confidential and proprietary information and constitute trade secrets of Vista, and the VSOPs and the other Vista Confidential Information remain the exclusive property of Vista, (ii) the VSOPs and the other Vista Confidential Information must not be used or disclosed in any manner by Purchaser or any of its Affiliates unless required by law (provided that Purchaser shall (x) promptly notify Vista of any such required disclosure so that Vista may seek an appropriate order or other remedy protecting the VSOPs and the other Vista Confidential Information from disclosure and (y) use commercially reasonable efforts, at Vista’s expense, to obtain such protective order, other remedy or, if a protective order or other remedy is not obtained, confidential treatment for any information disclosed), (iii) the terms under which the VSOPs and the other Vista Confidential Information were provided to the Company’s and its Subsidiaries’ executives and certain other employees (the “Permitted Recipients”) do not permit access to the VSOPs or other Vista Confidential Information by any person or entity other than such Permitted Recipients, (iv) none of Purchaser, its Affiliates or their respective directors, managers, officers, employees or agents shall request access to the VSOPs or other Vista Confidential Information and (v) Purchaser and its Affiliates shall have no rights in the Confidentiality AgreementVSOPs or other Vista Confidential Information. (c) For a period of two (2) years from the Closing Date, Vista and the Sellers shall, and shall use reasonable best efforts to cause their Affiliates to, hold in confidence any nonpublic information that is proprietary or competitively sensitive (“Sensitive Business Information”) to the extent relating to the Company Group, the Communities Business or the Sports Business; provided, that the parties hereto foregoing restriction shall not apply to information (i) that becomes available on a non-confidential basis to Vista, the Sellers or thereto may agree any of their Affiliates from and after the Closing from a third party source that is not known by Vista, the Sellers or their applicable Affiliate to be under any obligation of confidentiality with respect to such information, (ii) that is in writing the public domain or enters into the public domain through no fault of Vista, the Sellers or any of their Affiliates in violation of this Agreement, (iii) that Vista, the Sellers or any of their Affiliates are required by law to extend disclose (provided that Vista, the term Sellers and their Affiliates shall notify Purchaser of any such required disclosure and use commercially reasonable efforts, at Purchaser’s expense, to obtain confidential treatment for any information disclosed) or (iv) that is independently developed by or on the behalf of Vista, the Sellers or any of their Affiliates or representatives without use of or reference to the Sensitive Business Information. Nothing in this Agreement shall prohibit Vista, the Sellers and their Affiliates from disclosing or providing valuable, confidential or proprietary information (including any Sensitive Business Information), to any Person in contemplation of a sale, joint venture, business combination, recapitalization, merger or other similar transaction involving the Outdoors Business; provided, that such Person shall be bound by an obligation of confidentiality owed to Vista and/or its Affiliates substantially similar to the obligations set forth in the Confidentiality Agreement beyond said dateas of the date of this Agreement.

Press Release and Announcements; Confidentiality. From and after (a) No Party shall issue or cause the date hereofpublication of any press release, no press releases public announcement or other releases of information related to disclosure of, or otherwise communicate with any news media in respect of, this Agreement or Agreement, the Transaction Documents, the Contemplated Transactions will be issued or released the transactions contemplated by the Transaction Documents without the prior written consent of both Purchaser and the Seller each other Party (which consent shall not be unreasonably withheld; provided, howeverconditioned or delayed), that any except as may be required by Applicable Law or stock exchange rules, in which case the Party required to publish such press release or its ultimate corporate parent make such public announcement or disclosure shall be permitted allow each other Party a reasonable opportunity to issue comment on such press releasesrelease, public announcements announcement or other disclosures disclosure in advance of information related to this Agreement, the Loan Agreement, such publication or the Contemplated Transactions as are required by (a) any applicable securities Law, or (b) any rules or filing requirements of any national stock exchange upon which such Party’s or such Party’s ultimate corporate parent’s capital stock is traded (“Securities Laws”), without having to obtain the consent of any other Party. For the avoidance of doubt and notwithstanding anything contained herein to the contrary, Purchaser and Parent, in the sole and absolute discretion of Purchaser and Parentdisclosure, to the extent required or permitted by Securities Lawspracticable. Notwithstanding anything to the contrary contained herein, following execution of this Agreement, Purchaser and its Affiliates shall be entitled to attach an executed copy provide general information concerning the Contemplated Transactions hereby to their respective investors and limited partners for the purpose of this Agreementfundraising, marketing or reporting or informational activities, in each case, without schedules obtaining such prior approval. (b) Purchaser acknowledges that the information being provided to it in connection with the Contemplated Transactions hereby is subject to the terms of that certain confidentiality agreement by and between an Affiliate of Purchaser and Seller Parent, dated as of July 17, 2019, (the “Confidentiality Agreement”). Effective upon the Closing, the Confidentiality Agreement will automatically terminate with respect to information relating solely to the Business; provided, that Purchaser acknowledges that any and all other information provided to it by Sellers or exhibits their Representatives concerning or obligations related to Sellers or any of their Affiliates (unless other than the Acquired Companies and the Business) will remain subject to the terms and conditions of the Confidentiality Agreement after the Closing Date. (c) For a period equal to the longer of (x) five (5) years from the Closing Date or (y) three (3) years from the date of disclosure (including pursuant to Section 5.17), Seller Parent and its Affiliates shall maintain the confidentiality of, and not disclose, release or use, any confidential information relating to any Acquired Company or the Business that it may hold, except, (i) with the prior written consent of Purchaser, (ii) in connection with any court or other proceeding commenced between any of the Parties, or (iii) to the extent any Seller Parent is required to disclose such schedules or exhibits are required information by Securities Laws to be attached), to any Form 8-K, 10-K, Applicable Law (and 10-Q filed by the Parent with the U.S. Securities and Exchange Commission without having to obtain the consent of Seller or any other Party or Person. The Seller and Purchaser agree to keep the terms of this Agreement confidential, except only to the extent required by such law) or by any listing agreement with or listing rules of a national securities exchange applicable Securities Law to such Party (and except only to the extent required by such listing agreement or national securities exchange rules). In the event that any demand or request for disclosure of confidential information is made pursuant to clause (iii) above, Seller Parent and its Affiliates shall as promptly as practicable notify Purchaser of the Parties may existence of such request or demand so that Purchaser may, at its expense, seek a protective order or other appropriate assurance that confidential treatment will be afforded to the confidential information and, if requested by Purchaser, cooperate with Purchaser (at its expense) in seeking a protective order or other appropriate assurance that confidential treatment will be afforded to the confidential information in respect to such request or demand. If such a protective order or other remedy or the receipt of a waiver by Purchaser is not obtained and Seller Parent, its Affiliates or any of its Representatives is required by such law to disclose such terms to their respective any confidential information, Seller Parent, its Affiliates and their respective Affiliates’ respective employees, accountants, advisors and other Representatives as necessary in connection with the ordinary conduct or any of their respective businesses (so long as such Persons agree to or are bound by contract to keep the terms of this Agreement confidential). The Parties acknowledge and agree Representatives may disclose only that (i) the Confidentiality Agreement is still in full force and effect, (ii) the provisions portion of the Confidentiality Agreement are hereby incorporated herein and shall confidential information that is required to be binding on Seller and Purchaser, disclosed (as well as their respective Subsidiaries, in accordance with its terms, and (iii) notwithstanding anything to the contrary set forth herein, the Confidentiality Agreement shall remain in full force and effect after the termination of this Agreement until May 4, 2023, as provided in the Confidentiality Agreement; provided, that the parties hereto or thereto may agree in writing to extend the term of the Confidentiality Agreement beyond said datedetermined by legal counsel).

Press Release and Announcements; Confidentiality. (a) The initial press release(s) regarding the transactions contemplated by this Agreement shall be jointly approved prior to the execution of this Agreement. From and after the date hereofhereof and prior to the Closing, no the parties hereto will not issue any press releases or other releases of information related release with respect to the transactions contemplated by this Agreement or the Contemplated Transactions will be issued or released otherwise issue any written public statements with respect to such transactions without the prior written consent of both Purchaser and the Seller other party (which shall not be unreasonably withheld; provided, howeverconditioned or delayed), that any Party except as may be required by applicable law or its ultimate corporate parent shall be permitted regulation, in which case the party making such disclosure will first provide to issue press releases, public announcements or the other disclosures party the text of information related to this Agreementthe proposed disclosure, the Loan Agreement, or reasons such disclosure is required and the Contemplated Transactions as are required by (a) any applicable securities Law, or (b) any rules or filing requirements of any national stock exchange upon time and manner in which such Party’s or such Party’s ultimate corporate parent’s capital stock the disclosure is traded (“Securities Laws”), without having to obtain the consent of any other Party. For the avoidance of doubt and notwithstanding anything contained herein to the contrary, Purchaser and Parent, in the sole and absolute discretion of Purchaser and Parent, to the extent required or permitted by Securities Laws, shall be entitled to attach an executed copy of this Agreement, without schedules or exhibits (unless and to the extent any such schedules or exhibits are required by Securities Laws intended to be attached), to any Form 8-K, 10-K, and 10-Q filed by the Parent with the U.S. Securities and Exchange Commission without having to obtain the consent of Seller or any other Party or Personmade. The Seller Sellers’ Representative and Purchaser agree to keep the terms of this Agreement confidential, except to the extent required by any applicable Securities Law law or for financial reporting purposes and except that the Parties parties may disclose such terms to their respective Affiliates and their respective Affiliates’ respective employees, accountants, advisors and other Representatives representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by contract to keep the terms of this Agreement confidential). The Parties acknowledge Purchaser acknowledges that, following the Closing or the termination of this Agreement pursuant to Article 8, that certain letter agreement by and agree that between Purchaser and the Company, dated as of June 19, 2014 (ithe “Confidentiality Agreement”) the Confidentiality Agreement is still in full force and effect, (ii) the provisions of the Confidentiality Agreement are hereby incorporated herein and shall be binding on Seller and Purchaser, as well as their respective Subsidiaries, in accordance with its terms, and (iii) notwithstanding anything to the contrary set forth herein, the Confidentiality Agreement shall remain in full force and effect pursuant to its terms. (b) Vista Equity Partners and its affiliated investment funds (“Vista”) have provided, and may continue to provide after the termination date hereof (but no later than the Closing Date), the Company and certain of this Agreement until May 4the Company’s and its Subsidiaries’ executives and certain other employees with access to Vista’s Standard Operating Procedures (“VSOPs”) (e.g., 2023training materials labelled “VSOP” or otherwise labelled Vista confidential information that is provided through WatchDox or Huddle or at Vista sponsored conferences) and certain other Confidential Information of Vista (the “Vista Confidential Information”). Purchaser agrees on behalf of itself and its Affiliates that (i) the VSOPs and the other Vista Confidential Information are valuable, as confidential and proprietary information and constitute trade secrets of Vista and the VSOPs and the other Confidential Information relating to Vista remain the exclusive property of Vista, (ii) the VSOPs and the other Vista Confidential Information must not be used or disclosed in any manner by Purchaser or any of its Affiliates, (iii) the terms under which the VSOPs and the other Vista Confidential Information were provided to the Company’s and its Subsidiaries’ executives and certain other employees (the “Permitted Recipients”) do not permit access to the VSOPs or other Vista Confidential Information by any person or entity other than such Permitted Recipients, (iv) none of Purchaser, its Affiliates or their respective directors, managers, officers, employees or agents shall request access to the VSOPs or other Vista Confidential Information and (v) Purchaser and its Affiliates shall have no rights in the Confidentiality Agreement; providedVSOPs or other Vista Confidential Information. For the avoidance of doubt, (1) Vista and Purchaser acknowledge and agree that the parties hereto or thereto certain information that may agree in writing to extend the term otherwise be part of the Confidentiality Agreement beyond said dateVSOPs or Vista Confidential Information may be retained in the unaided memory of any individual, and (2) the failure of the Company and its Subsidiaries, or any of their executives or employees, to have access to the VSOPs shall not disrupt or adversely affect the business of the Company Group.