Common use of Public Announcement Clause in Contracts

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015, the Company shall (A) issue a press release (the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information.

Public Announcement. On or before 9:30 a.m.(a) Purchaser acknowledges that the initial press release with respect to the execution and delivery of the Merger Agreement, New York City timethis Agreement and the Other Investment Agreements shall be a release mutually agreed to by the Company and PACW; provided that, on December 18, 2015prior to the issuance of such press release, the Company shall (Ai) issue a press consult with Purchaser about, (ii) allow Purchaser reasonable time to comment on and (iii) agree with Purchaser on, in each case, such portions of the release or announcement describing Purchaser, this Agreement and the investment in the Company by Purchaser contemplated hereunder. (b) Thereafter, (i) the "Press Release Issuance"Company shall not (and shall cause its affiliates and its and their respective Representatives not to) reasonably acceptable to make any public release, statement or announcement in respect of this Agreement or the Holder disclosing all material terms proposed or actual investment in the Company by Purchaser contemplated hereunder and (ii) Purchaser shall not (and shall cause its affiliates and its and their respective Representatives not to) make any public release, statement or announcement in respect of this Agreement, the proposed or actual investment in the Company by Purchaser contemplated hereunder, the Merger Agreement or the transactions contemplated hereby thereby, in each case, except (A) as required by Law, in which case, to the extent permitted by Law and practicable under the circumstances, the party required to make such release, statement or announcement shall consult with the other party about, and allow the other party reasonable time to comment on (and shall consider such comments in good faith), such release, statement or announcement in advance of such issuance, (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Amendment in the form required communications by the Exchange Act Company to its stockholders and attaching employees that are reasonably necessary or advisable in connection with the form of this Amendment as exhibits to such filing (including all attachments)Company Share Issuance, the "8issuance of Voting Common Stock pursuant to the Merger Agreement, the issuance of Voting Common Stock and Non-K Filing"). From Voting Common Equivalent Stock and after the earlier of the Press Release Issuance Other Warrants pursuant to any Other Investment Agreement or the 8-K Filing Mergers, (C) with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holderother party (which consent shall not be unreasonably withheld, conditioned or delayed), or (D) for such releases, statements or announcements that are consistent with other such releases, statements or announcements made on or after the date hereof in compliance with this Section 3.4. To Notwithstanding anything in the extent that the Companyforegoing, any Purchaser and each of its Subsidiaries or any affiliates may provide customary disclosure of the status and subject matter of this Agreement and transactions contemplated hereby to their respective officerslimited partners and investors, directors, affiliates, employees or agents delivers any material, non-public information subject to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of customary confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationundertakings.

Public Announcement. On No Party shall, and each Party shall cause its Affiliates not to, without the prior written consent of the other Parties (which consent shall not be unreasonably withheld or before 9:30 a.m.delayed), New York City time, on December 18, 2015, the Company shall (A) issue a any press release (or make any other public disclosure with respect to this Agreement or any of the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms other Transaction Documents or any of the transactions contemplated hereby or thereby, except if and to the extent that any such release or disclosure is required by Applicable Law, by the rules and regulations of any securities exchange or market on which any security of such Party may be listed or traded or by any Governmental Authority of competent jurisdiction, in which case, the Party proposing to issue such press release or make such public disclosure shall, to the extent reasonably practicable, (a) provide to the other Parties a copy of such proposed release or disclosure and (Bb) consider in good faith any comments or changes that the other Party may propose or suggest; provided that a Party may freely make any public disclosure identical to a disclosure previously reviewed by the other Party in accordance with the foregoing clauses (a) and (b). Notwithstanding the foregoing, the Purchasers understand and agree that the Seller Parent intends to file with the SEC a Current Report on Form 8-K describing the material terms of the transactions contemplated by this Amendment Agreement and the other Transaction Documents and file some or all of the Transaction Documents as exhibits thereto or to another filing with the SEC, provided, that the Seller shall (a) provide to the Purchasers a draft of such filings with the SEC and (b) consider in good faith any comments or changes that the form required Purchasers may propose or suggest. The Seller Parties and the Purchasers shall jointly prepare a press release for dissemination promptly following the Closing, such press release to be agreed upon by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, Purchasers and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationSeller Parent.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 20153.1. No later than one business day following the date of this Agreement, the Company Fund shall (A) issue a one press release (the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Amendment substantially in the form required by attached as Exhibit B (the Exchange Act “Fund Press Release”) and attaching no Party shall make any public statement inconsistent with the form Fund Press Release during the Effective Period in connection with the announcement of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing")Agreement. From and after the earlier of the Press Release Issuance No Party shall issue additional press releases in connection with this Agreement or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof actions contemplated hereby without the express prior written consent of the Holderother Party except as provided below. To Nothing in this Agreement shall prevent (a) any Party from taking any action required by any governmental or regulatory authority (except to the extent such requirement arose by discretionary acts by any Party), including without limitation any statements, filings, notices or announcements made in the context of an issuer tender offer conducted under Section 13(e)(1) of, or pursuant to Schedule TO under, the Exchange Act, (b) any Party from making any factual statement that is required in any compelled testimony or production of information, either by legal process, by subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over such Party or as otherwise legally required and (c) subject to Section 5.1 of this Agreement, any Party from communicating privately with their respective investors, prospective investors, governance boards and legal counsel regarding the terms of this Agreement. 3.2. XXX shall promptly prepare and file an amendment to its applicable Schedule 13D filed with the U.S. Securities and Exchange Commission (“SEC”) for the Fund reporting the entry into this Agreement (which will not contain any statement inconsistent with the Fund Press Release and the Item 4 disclosure set forth therein will be in a form materially consistent with the draft previously provided to and not objected to by the Fund). XXX shall also file a copy of this Agreement or a summary thereof as an exhibit to the Schedule 13D amendment. 3.3. Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that the CompanyFund may not effect a merger, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to reorganization with another registered investment company for which the Holder without the Holder's consentAdministrator, the Company hereby covenants Adviser or their affiliates (or with any other funds that are administered, managed or advised by a successor administrator or adviser) serves as administrator or adviser (whether or not the Fund is the surviving company) nor issue additional shares at any time before the payment of the Tender Offer proceeds. The Parties acknowledge and agrees agree that the Holder shall Fund may merge or reorganize with another registered investment company for which the Administrator, the Adviser or their affiliates (or with any other funds that are administered, managed or advised by a successor administrator or adviser) serves as administrator or adviser (whether or not have the Fund is the surviving company) at any duty time after the payment of confidentiality to the Company, Tender Offer proceeds. The Fund will ensure that the company surviving any such merger or reorganization with the Fund effects it in a manner that preserves the benefits of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationthis Agreement.

Public Announcement. On (a) As soon as reasonably practicable following the Closing Date, one or before 9:30 a.m., New York City time, on December 18, 2015both of the Parties shall issue a mutually agreed to press release substantially in the applicable form attached hereto as Exhibit B. Except as required by Applicable Law (including disclosure requirements of the SEC, the Company shall (A) issue NASDAQ Global Market or any other stock exchange on which securities issued by a press release (the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachmentsParty or its Affiliates are traded), the "8-K Filing"). From and after the earlier of the Press Release Issuance neither Party shall make any other public announcement concerning this Agreement or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date subject matter hereof without the express prior written consent of the Holderother, which shall not be unreasonably withheld or delayed. To In the event of a required public announcement, to the extent practicable under the circumstances, the Party making such announcement shall provide the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release to afford such other Party a reasonable opportunity to review and comment upon the proposed text. (b) The Parties shall coordinate in advance with each other in connection with the filing of this Agreement (including proposed redaction of certain provisions of this Agreement) with the SEC, the NASDAQ Global Market or any other stock exchange or Governmental Authority on which securities issued by a Party or its Affiliate are traded, and each Party shall use reasonable efforts to seek confidential treatment for the terms of this Agreement proposed to be redacted, if any; provided that each Party shall ultimately retain control over what information to disclose to the SEC, the NASDAQ Global Market or any other stock exchange or Governmental Authority, as the case may be, and provided further that the CompanyParties shall use their reasonable efforts to file redacted versions with any Governmental Authorities which are consistent with redacted versions previously filed with any other Governmental Authorities. Other than such obligation, neither Party (nor its Affiliates) shall be obligated to consult with or obtain approval from the other Party with respect to any of its Subsidiaries filings to the SEC, the NASDAQ Global Market or any of their respective officersother stock exchange or Governmental Authority. For clarity, directorsonce a public announcement or other disclosure is made by a Party in accordance with this Section 6.5, affiliates, employees then no further consent or agents delivers compliance with this Section 6.5 shall be required for any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationsubstantially similar disclosure thereafter.

Public Announcement. On No Party shall, and each Party shall cause its Affiliates not to, without the prior written consent of the other Parties (which consent shall not be unreasonably withheld or before 9:30 a.m.delayed), New York City time, on December 18, 2015, the Company shall (A) issue a any press release (or make any other public disclosure with respect to this Agreement or any of the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms other Transaction Documents or any of the transactions contemplated hereby or thereby, except if and to the extent that any such release or disclosure is required by Applicable Law, by the rules and regulations of any securities exchange or market on which any security of such Party may be listed or traded or by any Governmental Authority of competent jurisdiction, in which case, the Party proposing to issue such press release or make such public disclosure shall, to the extent reasonably practicable, (a) provide to the other Parties a copy of such proposed release or disclosure and (Bb) consider in good faith any comments or changes that the other Party may propose or suggest; provided that a Party may freely make any public disclosure identical to a disclosure previously reviewed by the other Party in accordance with the foregoing clauses (a) and (b). Notwithstanding the foregoing, the Purchaser understands and agrees that the Company intends to file with the SEC a Current Report on Form 8-K describing the material terms of the transactions contemplated by this Amendment Agreement and the other Transaction Documents and some or all of the Transaction Documents as exhibits thereto or to another filing with the SEC, provided, that the Sellers shall (a) provide to the Purchaser a draft of such filings with the SEC and (b) consider in good faith any comments or changes that the form required Purchaser may propose or suggest. The Seller Parties and the Purchaser shall jointly prepare a press release for dissemination promptly following the Closing, such press release to be agreed upon by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, Purchaser and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationSellers.

Public Announcement. On (a) As soon as reasonably practicable following the date hereof, one or before 9:30 a.m., New York City time, on December 18, 2015both of the Parties may issue a mutually agreed to press release substantially in the applicable form attached hereto as Exhibit A. Except as required by Applicable Law (including disclosure requirements of the SEC, the Company shall (A) issue a press release (the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report Nasdaq Stock Market or any other stock exchange on Form 8-K describing the terms of the transactions contemplated which securities issued by this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries the Parent, or any of their respective officersSubsidiaries are traded) or for statements that are materially consistent with all or any portion of a previously approved public disclosure, directorsneither Party shall make any other public announcement concerning this Agreement or the subject matter hereof without the prior written consent of the other Party, employeeswhich shall not be unreasonably withheld, affiliates conditioned or agentsdelayed. In the event of a required public announcement, that is not disclosed to the extent practicable under the circumstances, the Party making such announcement shall provide the other Party (which in the Press Release Issuance or 8-K Filingcase of the Investor, as applicable. In addition, effective shall be the Investor) with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release to afford such other Party a reasonable opportunity to review and comment upon the earlier proposed text. (b) The Parties shall coordinate in advance with each other in connection with the filing of this Agreement (including proposed redaction of certain provisions of this Agreement) with the Press Release Issuance or the 8-K FilingSEC, the Company acknowledges and agrees that Nasdaq Stock Market or any and all confidentiality other stock exchange or similar obligations under any agreement, whether written or oral, between Governmental Authority on which securities issued by the Company, any of its Subsidiaries the Parent, or any of their respective officers, directors, affiliates, employees or agents, on the one handSubsidiaries are traded, and each Party shall use reasonable efforts to seek confidential treatment for the Holder terms of this Agreement proposed to be redacted, if any; provided that each Party shall ultimately retain control over what information such Party will disclose to the SEC, the Nasdaq Global Select Market or any of other stock exchange or Governmental Authority, as the case may be, and provided further that the Parties shall use their affiliatesreasonable efforts to file redacted versions with any Governmental Authorities which are consistent with redacted versions previously filed with any other Governmental Authorities. Other than such obligation, on neither Party (nor its Affiliates) shall be obligated to consult with or obtain approval from the other handParty with respect to any filings with the SEC, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company Nasdaq Stock Market or any of its Subsidiaries from and after the date hereof without the express prior written other stock exchange or Governmental Authority. For clarity, once a public announcement or other disclosure is made by a Party in accordance with this ‎Section 6.4, then no further consent of the Holder. To the extent that the Company, or compliance with this ‎Section 6.4 shall be required for any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationsubstantially similar disclosure thereafter.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015Promptly following the execution of this Agreement, the Company shall (A) issue a the mutually agreed press release in the form attached hereto as Exhibit A (the "“Press Release”) announcing certain terms of this Agreement and the Sophis Group Parties’ support for the Company and its officers and directors with respect to the strategic direction of the Company. Neither the Company nor the Sophis Group shall make or cause to be made, and the Company and the Sophis Group shall cause their respective Affiliates and Associates (each as defined in the Securities and Exchange Act of 1934 (the “Exchange Act”) not to make or cause to be made, any public announcement or statement with respect to the subject matter of this Agreement that is contrary to the statements made in the Press Release Issuance") reasonably acceptable to or the Holder disclosing all material terms of this Agreement, except as required by law or the transactions contemplated hereby rules of any stock exchange or with the prior written consent of the other Party. The Sophis Group acknowledges and (B) agrees that the Company may file this Agreement and file or furnish the Press Release with the SEC as exhibits to a Current Report on Form 8-K describing and other filings with the terms of the transactions contemplated by this Amendment in the form required by the Exchange Act SEC. The Sophis Group shall be given a reasonable opportunity to review and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "comment on any Current Report on Form 8-K Filing"). From or other filing with the SEC made by the Company with respect to this Agreement, and after the earlier Company shall give reasonable consideration to any comments of the Press Release Issuance or Sophis Group. The Company acknowledges that the 8-K Filing Sophis Group may file this Agreement as an exhibit to the Schedule 13D with the CommissionSEC. The Company shall be given a reasonable opportunity to review and comment on such Schedule 13D filing made by the Sophis Group with respect to this Agreement, and the Holder Sophis Group shall not be in possession give reasonable consideration to any comments of any material, nonpublic information received from the Company. None of the Sophis Group Parties, any of its Subsidiaries or any of their respective officersAffiliates or Representatives (as defined below), directors, employees, affiliates will issue a press release or agents, that is not disclosed make or cause to be made any other public statement or announcement in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance connection with this Agreement or the 8-K Filingactions contemplated hereby, other than as mutually agreed by the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliatesSophis Group Parties, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationexcept as set forth in this Section 2.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015, The initial press release relating to this Agreement shall be a joint press release issued by the Company and Parent and thereafter Parent and the Company shall consult with each other before issuing any further press release(s) or otherwise making any public statement or making any announcement to Parent Associates or Company Associates (A) issue a press release (the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of extent not previously issued or made in accordance with this Agreement) with respect to the transactions contemplated hereby Contemplated Transactions and shall not issue any such press release, public statement or announcement to Parent Associates or Company Associates without the other Party’s prior written consent (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder which shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing: (a) each Party may, without such consultation or prior written consent, make any public statement in possession of any material, nonpublic information received response to specific questions from the Companypress, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Parent SEC Documents, so long as any of its Subsidiaries such statements, announcements or any of their respective officers, directors, employees, affiliates or agents, that is disclosures are consistent with and do not disclose material information not previously disclosed in previous press releases, public disclosures or public statements made jointly by the Press Release Issuance Parties (or 8-K Filingindividually, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on if approved by the other handParty) in compliance with this Section 5.8; (b) a Party may, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information other Party but subject to giving advance notice to the Holder without other Party of, and consulting with the Holder's consentother Party regarding, the text of such press release, announcement or statement, issue any such press release or make any such public announcement or statement which Parent shall have determined in good faith, upon the advice of outside legal counsel, is required by any applicable Law; and (c) Parent need not consult with the Company hereby covenants and agrees that the Holder shall not have in connection with such portion of any duty of confidentiality press release, public statement or filing to the Company, any of its Subsidiaries be issued or any of their respective officers, directors, employees, affiliates made pursuant to Section 5.3(e) or agents with respect to, to any Acquisition Proposal or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationParent Board Adverse Recommendation Change.

Public Announcement. On or before 9:30 a.m.3.1 No later than one business day following the date of this Agreement, New York City time, on December 18, 2015, the Company each Fund shall (A) issue a one press release substantially in the form attached as Exhibit A (the "Fund Press Release IssuanceRelease") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Amendment ), Saba shall issue one press release substantially in the form required by attached as Exhibit B (the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments)"Saba Press Release" and, together with each Fund Press Release, the "8-K FilingPress Releases"). From , and after the earlier of no party shall make any public statement inconsistent with the Press Release Issuance Releases during each Effective Period in connection with the announcement of this Agreement. No party shall issue additional press releases in connection with this Agreement or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof actions contemplated hereby without the express prior written consent of the Holderother party except as provided below. To Nothing in this Agreement shall prevent (a) any Party from taking any action required by any governmental or regulatory authority (except to the extent such requirement arose by discretionary acts by any Party), including without limitation any statements, filings, notices or announcements made in the context of an issuer tender offer conducted under Section 13(e)(1) of, or pursuant to Schedule TO under, the Exchange Act, (b) any Party from making any factual statement that the Companyis required in any compelled testimony or production of information, either by legal process, by subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over such Party or as otherwise legally required and (c) subject to Section 5.1 of this Agreement, any of its Subsidiaries or any of Party from communicating privately with their respective officersinvestors, directors, affiliates, employees prospective investors and governance boards regarding the terms of this Agreement. 3.2 Saba shall promptly prepare and file an amendment to its applicable Schedule 13D filed with the U.S. Securities and Exchange Commission ("SEC") for each Fund reporting the entry into this Agreement (which will not contain any statement inconsistent with the Press Releases and the Item 4 disclosure set forth therein will be in a form materially consistent with the draft previously provided to each Fund). Xxxx shall also file a copy of this Agreement or agents delivers any material, non-public information a summary thereof as an exhibit to the Holder without Schedule 13D amendments. 3.3 Notwithstanding anything in this Agreement to the Holder's consentcontrary, the Company hereby covenants Parties acknowledge and agrees agree that the Holder shall each Fund may not have any duty of confidentiality effect a merger (except pursuant to Section 2.2(a) and such merger will not close prior to the Companypayout of such Tender Offer proceeds), reorganization with another registered investment company (whether or not each Fund is the surviving company) nor issue additional shares at any time before the payment of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationeach Tender Offer proceeds.

Public Announcement. On Neither Party shall, and each Party shall cause its Affiliates not to, without the prior written consent of the other Party (which consent shall not be unreasonably withheld or before 9:30 a.m.delayed), New York City time, on December 18, 2015, the Company shall (A) issue a any press release (or make any other public disclosure with respect to this Purchase and Sale Agreement or any of the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms other Transaction Documents or any of the transactions contemplated hereby or thereby, except if and to the extent that any such release or disclosure is required by Applicable Law, by the rules and regulations of any securities exchange or market on which any security of such Party may be listed or traded or by any Governmental Authority of competent jurisdiction, in which case, the Party proposing to issue such press release or make such public disclosure shall, to the extent reasonably practicable, (a) provide to the other Party a copy of such proposed release or disclosure and (Bb) consider in good faith any comments or changes that the other Party may propose or suggest. Notwithstanding the foregoing, the Purchaser understands and agrees that the Seller intends to file with the SEC a Current Report on Form 8-K describing the material terms of the transactions contemplated by this Amendment Purchase and Sale Agreement and the other Transaction Documents and some or all of the Transaction Documents as exhibits thereto or to another filing with the SEC, provided, that the Seller shall (a) provide to the Purchaser a draft of such filings with the SEC and (b) consider in good faith any comments or changes that the Purchaser may propose or suggest. The Seller and the Purchaser shall jointly prepare a press release for dissemination promptly following the Closing, such press release to be substantially in the form required by the Exchange Act and attaching the form of this Amendment attached hereto as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information.Exhibit F.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015Promptly following the Effective Date, the Company shall Parties will jointly issue a mutually agreed press release regarding the signing of this Agreement in the form attached hereto as Schedule 11.5. Except (a) as set forth in the preceding sentence or Section 11.2 (Authorized Disclosure) (b) as may be expressly permitted under this Section 11.5 (Public Announcement), neither Party will make any public announcement regarding this Agreement without the prior written approval of the other Party. Notwithstanding the foregoing, (i) MyoKardia may make scientific publications or public announcements concerning its research, development, manufacture or commercialization activities with respect to any Product under this Agreement without Fulcrum’s prior written approval but subject to MyoKardia’s obligations under this Article 11 (Confidentiality), and (ii) Fulcrum may announce the achievement of any Milestone or the payment of any Milestone Payment without MyoKardia’s prior written approval; provided that (A) issue a press release (the "Press Release Issuance") reasonably acceptable Fulcrum shall not disclose details sufficient to the Holder disclosing all material terms of the transactions contemplated hereby identify any Target, or any Molecule or Product without MyoKardia’s prior written consent, unless required by Applicable Law and (B) file a Current Report on Form 8-K describing Fulcrum shall provide MyoKardia reasonable advance notice of any such proposed announcement, and will incorporate such reasonable comments and revisions to protect the terms Confidential Information of MyoKardia as reasonably requested by MyoKardia, and (iii) Fulcrum will not otherwise make any publications, presentations or public announcements of any kind regarding any of the transactions activities contemplated by under this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance Agreement or the 8-K Filing with the Commission, the Holder shall not be in possession results of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof such activities without the express MyoKardia’s prior written consent of in each instance. Neither Party will use the Holder. To the extent that the Companyother Party’s or its Affiliates’ name or logo in any label, any of its Subsidiaries press release or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect toproduct advertising, or a duty to for any other promotional purpose, without first obtaining the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationother Party’s prior written consent.

Public Announcement. On Each of Purchaser and Sellers (or before 9:30 a.m., New York City time, on December 18, 2015, the Company their designated Affiliates) shall (A) issue a press release (announcing the "Press Release Issuance") reasonably acceptable termination of the SPA in form and substance mutually agreed upon by the Parties. Other than such mutually agreed upon press release, without the prior written consent of the other Parties, each of the Parties agrees it shall keep the terms of this Agreement strictly confidential and not issue any press release or make any other public statements, whether written, oral, or electronic, with respect to the Holder disclosing all material terms SPA, this Agreement or any of the transactions contemplated hereby or thereby, including the termination of the SPA, and shall not issue any such press release or make any such public statement, whether written, oral, or electronic, prior to such consultation, except (and notwithstanding anything in the Confidentiality Agreement to the contrary) (a) as such Party reasonably concludes (after consultation with counsel) to be required by applicable Law (including securities Laws, rules or regulations), court process or by obligations pursuant to any listing agreement with, or other applicable rules or regulations of, any national securities exchange or national securities quotation system (including the Toronto Stock Exchange) and (Bb) file a Current Report on Form 8-K describing for such statements that are consistent in all material respects with the terms mutually agreed press release or other written statements for which the other Parties have provided their prior written consent. Notwithstanding anything to the contrary in this Agreement or in the Confidentiality Agreement, neither this Section 3 nor Section 4 shall prohibit any Party or its Affiliates from (i) communicating with any Governmental Entity regulating or having jurisdiction over such Person or representing the interests of customers of such Person to the extent reasonably necessary to respond to such Governmental Entity’s questions, concerns, requests for information or discovery processes regarding the SPA, this Agreement or any of the transactions contemplated by this Amendment hereby or thereby or (ii) providing accurate, complete and factual information in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments)any communication with, the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Companyproceeding before, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationGovernmental Entity.

Public Announcement. On (a) As soon as reasonably practicable following the date hereof, one or before 9:30 a.m., New York City time, on December 18, 2015both of the Parties shall issue a mutually agreed to press release substantially in the applicable form attached hereto as Exhibit A. Except as required by Applicable Law (including disclosure requirements of the SEC, the Company Nasdaq Global Market or any other stock exchange on which securities issued by a Party or its Affiliates are traded) or for statements that are materially consistent with all or any portion of a previously approved public disclosure, neither Party shall (A) issue a press release (the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by make any other public announcement concerning this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance Agreement or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date subject matter hereof without the express prior written consent of the Holderother, which shall not be unreasonably withheld, conditioned or delayed. To In the event of a required public announcement, to the extent practicable under the circumstances, the Party making such announcement shall provide the other Party (which in the case of the Investor, shall be the Investor Representative) with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release to afford such other Party a reasonable opportunity to review and comment upon the proposed text. (b) The Parties shall coordinate in advance with each other in connection with the filing of this Agreement (including proposed redaction of certain provisions of this Agreement) with the SEC, the Nasdaq Global Market or any other stock exchange or Governmental Authority on which securities issued by a Party or its Affiliate are traded, and each Party shall use reasonable efforts to seek confidential treatment for the terms of this Agreement proposed to be redacted, if any; provided that each Party shall ultimately retain control over what information to disclose to the SEC, the Nasdaq Global Market or any other stock exchange or Governmental Authority, as the case may be, and provided further that the CompanyParties shall use their reasonable efforts to file redacted versions with any Governmental Authorities which are consistent with redacted versions previously filed with any other Governmental Authorities. Other than such obligation, neither Party (nor its Affiliates) shall be obligated to consult with or obtain approval from the other Party with respect to any of its Subsidiaries filings to the SEC, the Nasdaq Global Market or any of their respective officersother stock exchange or Governmental Authority. For clarity, directorsonce a public announcement or other disclosure is made by a Party in accordance with this Section 6.4, affiliates, employees then no further consent or agents delivers compliance with this Section 6.4 shall be required for any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationsubstantially similar disclosure thereafter.

Public Announcement. On or before 9:30 a.m.Unless otherwise agreed in writing by the Company and the Investor Parties, New York City time, not later than 9:00 a.m. Eastern Time on December 18, 2015the first Business Day after the Effective Date, the Company shall (A) issue a press release (the "“Press Release Issuance"Release”) reasonably acceptable to in the Holder disclosing all material terms form of Exhibit C, and thereafter shall promptly file with the transactions contemplated hereby and (B) file SEC a Current Report on Form 8-K describing (the terms of the transactions contemplated by “Form 8-K”) disclosing its entry into this Amendment in the form required by the Exchange Act Agreement and attaching the form including a copy of this Amendment Agreement and the Press Release as exhibits thereto. The Investor Parties shall promptly, but in no case prior to such filing (including all attachments), the "8-K Filing"). From and after the earlier issuance of the Press Release Issuance or the filing of the Form 8-K Filing with the CommissionSEC (except to the extent necessary for the Investor Parties to comply with their obligations under applicable securities law), file an amendment to the Holder Schedule 13D (the “13D Amendment”) with respect to the Company originally filed by the Investor Parties and the other filing persons reporting thereon with the SEC on October 9, 2024, reporting the entry into this Agreement, including a copy of this Agreement and amending, restating, supplementing or otherwise modifying all applicable items to conform to its obligations hereunder. The Form 8-K and the 13D Amendment shall not each be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in consistent with the Press Release Issuance or 8-K Filingand the terms of this Agreement, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, and shall be in form and substance reasonably acceptable to the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminateInvestor Parties. The Company shall not, provide the Investor Parties with a copy of the Form 8-K prior to filing with the SEC and shall cause each consider any reasonable and timely comments of its Subsidiaries the Investor Parties and their Representatives. The Investor Parties shall provide the Company and its Representatives with a copy of the 13D Amendment prior to its filing with the SEC and each shall consider any timely comments of their respective officers, directors, employees, affiliates the Company and agents, not to, provide the Holder with any material, nonpublic information regarding its Representatives. Neither the Company or any of its Subsidiaries from and after Affiliates nor the date hereof Investor Parties or any of their Affiliates shall make any public statement (or other communication reasonably expected to become or result in a public disclosure) regarding the subject matter of this Agreement, this Agreement or the matters set forth in the Press Release prior to the issuance of the Press Release without the express prior written consent of the Holder. To other party and no party shall make any statements inconsistent with the extent that Press Release in connection with the Company, any announcement of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationthis Agreement.

Public Announcement. On (a) The public announcements made with respect to the parties’ entry into this Agreement or before 9:30 a.m.the description of the terms hereof and relating to the Notice or the parties’ solicitation of proxies for the 2013 Annual Meeting shall be in the form annexed as an exhibit hereto (the “Press Release”). (b) During the Standstill Period, New York City timeeach Clinton Shareholder shall refrain from making, on December 18causing to be made, 2015or allowing any of its Affiliates to make, any statement or announcement that criticizes or disparages, (a) the Company, its officers or its directors or other Affiliates or any person who has served as an officer or director of the Company or (b) any action or inaction or matter taken or not taken by the Company, any decision of the Board or the Company’s management or any discussion or consideration of the Board relating to strategic transactions. (c) During the Standstill Period, the Company shall (A) issue a press release (refrain from making or causing to be made, and shall use its reasonable best efforts to cause its directors, officers and other Affiliates not to make, any statement or announcement that criticizes or disparages the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the CompanyClinton Group, any of its Subsidiaries or any of their respective officersthe principals, directors, employeesofficers, affiliates trustees or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance managing members thereof or the 8-K FilingClinton Group Nominees. (d) The foregoing shall not prevent the making of any factual statement in any compelled testimony or production of information, either by legal process, subpoena, or as part of a response to a request for information from any governmental authority with jurisdiction over the Company acknowledges and agrees party from whom information is sought, applicable listing requirements or otherwise legally required; provided that any and all confidentiality or similar obligations under any agreementthe party from which such information is compelled shall, whether written or oral, between to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not toextent permitted by applicable law, provide the Holder other party with any materialprior written notice of the making of such compelled disclosure promptly so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If such protective order or other remedy is denied, nonpublic information regarding the Company and such party or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information representatives are nonetheless legally compelled to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis ofdisclose such information, such materialparty or its representative, non-public as the case may be, will furnish only that portion of such information that is legally required, in the opinion of counsel, and will exercise best efforts to obtain assurances that confidential treatment will be accorded to such information.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015a date to be determined by the Investor, the Company shall (A) parties will jointly issue a press release in a mutually agreed form (which press release may be combined with the "Press Release Issuance"press release contemplated by the License Agreement to be issued upon execution by the License Agreement) reasonably acceptable to and the Holder disclosing all material terms of Company will file with the transactions contemplated hereby and (B) file SEC a Current Report on Form 8-K describing in substantially the terms form attached hereto as Exhibit C, regarding the signing of the Transaction Agreements (collectively, the “Agreed Disclosures”). Each of the parties agrees that, other than the Agreed Disclosures or as permitted by the immediately succeeding sentence, except as may be required by law, rule, regulation or the requirements of any self-regulatory organization or stock exchange listing requirements (in which case the party required to make the filing, disclosure, communication, release or announcement shall provide the other party a reasonable opportunity to review such filing, disclosure, communication, release or announcement and shall reasonably consider the other party’s comments regarding confidential treatment sought for such filing, disclosure, communication, release or announcement), and as reasonably required by either party for its corporate communications, including corporate presentations and corporate website, each of the parties hereto will not make any public statement, press release or other public filing, disclosure, communication, release, or announcement with respect to this Agreement and any of the transactions contemplated by this Amendment in the form required by Transaction Agreements without the Exchange Act and attaching prior written approval of the form of this Amendment as exhibits other party; provided, that nothing herein shall limit or prevent a party from making any statements, press releases or other filings, disclosures, communications, releases or announcements to the extent reasonably related to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance party exercising or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, enforcing any of its Subsidiaries rights under this Agreement. For clarity, either party may make subsequent public announcement regarding the Transaction Agreements or any of their respective officers, directors, employees, affiliates activities hereunder or agents, thereunder that is not disclosed in has already been approved by the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon other party without the earlier need to obtain additional written approval of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees other party provided that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminatesuch subsequent public announcement remains correct at such time. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information.(Signature Page Follows)

Public Announcement. On or before 9:30 a.m.Neither Seller, New York City time, on December 18, 2015, the Company Buyer nor any of their respective Affiliates shall (A) issue a any press release (the "Press Release Issuance") reasonably acceptable or make any public announcement with respect to the Holder disclosing all material terms of this Agreement or any Ancillary Agreement and the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing or thereby without obtaining the terms of the transactions contemplated by this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holderother Party, except as may be required by Law, including any federal or state securities law, upon the advice of legal counsel and only if the disclosing Party (a) provides the non-disclosing Party with an opportunity to first review the release or other public announcement, (b) consults with the non-disclosing Party (whether such Party is named in such publicity, news release or public announcement or not) at a reasonable time prior to its release to allow the non-disclosing Party to comment thereon and (c) after its release, shall provide the non-disclosing Party with a copy thereof. To If a Party, based on the extent that the Company, any advice of its Subsidiaries legal counsel, determines that this Agreement or any Exhibits hereto must be filed with the United States Securities and Exchange Commission (“SEC”), then such Party, prior to making any such filing, shall provide the ​ ​ ​ other Party and its legal counsel with a redacted version of their respective officersthis Agreement which it intends to file and any draft correspondence with the SEC requesting the confidential treatment by the SEC of those redacted sections of this Agreement, directorsand will give due consideration to any timely comments provided by such other Party or its legal counsel and use reasonable efforts to ensure the confidential treatment by the SEC of those sections specified by such other Party or its legal counsel. Following the Closing, affiliatesBuyer shall be entitled to make such public announcements as it deems appropriate related to Products; provided however that except as otherwise provided above, employees without Seller’s prior written consent, no such announcement shall contain any reference to this Agreement or agents delivers any materialAncillary Agreement or the terms set forth herein or therein or Seller, non-public information its Affiliates or actions taken with respect to Products prior to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents Closing Date other than references materially consistent with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information.those previously approved by Seller. ​

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015, The initial press release relating to this Agreement shall be a joint press release issued by the Company and Parent and thereafter Parent and the Company shall consult with each other before issuing any further press release(s) or otherwise making any public statement or making any announcement to Parent Associates or Company Associates (A) issue a press release (the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of extent not previously issued or made in accordance with this Agreement) with respect to the transactions contemplated hereby Contemplated Transactions and shall not issue any such press release, public statement or announcement to Parent Associates or Company Associates without the other Party’s written consent (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder which shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing: (a) each Party may, without such consultation or consent, make any public statement in possession of any material, nonpublic information received response to specific questions from the Companypress, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Parent SEC Documents, so long as any of its Subsidiaries such statements, announcements or any of their respective officers, directors, employees, affiliates or agents, that is disclosures are consistent with and do not disclose material information not previously disclosed in previous press releases, public disclosures or public statements made jointly by the Press Release Issuance Parties (or 8-K Filingindividually, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on if approved by the other handParty) in compliance with this Section 5.8; (b) a Party may, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information other Party hereto but subject to giving advance notice to the Holder without other Party of, and consulting with the Holder's consentother Party regarding, the text of such press release, announcement or statement, issue any such press release or make any such public announcement or statement which Parent shall have determined in good faith, upon the advice of outside legal counsel, is required by any applicable Law; and (c) Parent need not consult with the Company hereby covenants and agrees that the Holder shall not have in connection with such portion of any duty of confidentiality press release, public statement or filing to the Company, any of its Subsidiaries be issued or any of their respective officers, directors, employees, affiliates made pursuant to Section 5.3(e) or agents with respect to, to any Acquisition Proposal or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationParent Board Adverse Recommendation Change.

Public Announcement. On No Party shall, and each Party shall cause its Affiliates not to, without the prior written consent of the other Parties (which consent shall not be unreasonably withheld or before 9:30 a.m.delayed, New York City timeand in the case of Seller, on December 18only the consent of the Purchaser shall be required), 2015, the Company shall (A) issue a any press release (or make any other public disclosure with respect to this Purchase and Sale Agreement or any of the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms other Transaction Documents or any of the transactions contemplated hereby or thereby, except if and to the extent that any such release or disclosure is required by Applicable Law, by the rules and regulations of any securities exchange or market on which any security of such Party may be listed or traded, or by any Governmental Authority of competent jurisdiction, in which case, the Party proposing to issue such press release or make such public disclosure shall, to the extent reasonably practicable, (a) provide the other Parties a copy of such proposed release or disclosure and (Bb) consider in good faith any comments or changes that the other Parties may propose or suggest; provided that a Party may freely make any public disclosure identical to a disclosure previously reviewed by the other Parties in accordance with the foregoing clauses (a) and (b). Notwithstanding the foregoing, the Purchaser understands and agrees that the Seller intends to file with the SEC a Current Report on Form 8-K K, or to another filing with the SEC, describing the material terms of the transactions contemplated by this Amendment Purchase and Sale Agreement and the other Transaction Documents and some or all of the Transaction Documents as exhibits thereto, provided that the Seller shall (a) provide to the Purchaser a draft of such filings with the SEC and (b) consider in good faith any comments or changes that the form required Purchaser may propose or suggest. The Seller and the Purchaser shall jointly prepare a press release for dissemination promptly following the Closing, such press release to be agreed upon by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, Purchaser and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationSeller.

Public Announcement. On If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates to be so distributed shall be issued, executed and countersigned in the manner provided for herein and shall be registered in the names of the holders of record of Rights Certificates on the record date specified in the public announcement. (j) Irrespective of any adjustment or before 9:30 a.m.change in the Purchase Price or the number of Units of Preferred Stock issuable upon the exercise of the Rights, New York City timethe Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per Unit and the number of Units of Preferred Stock which were expressed in the initial Rights Certificates issued hereunder. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then par value of the number of Units of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable number of Units of Preferred Stock at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Rights exercised after such record date of that number of Units of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Units of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on December 18the basis of the Purchase Price in effect prior to such adjustment; provided, 2015however, that the Company shall deliver to such holder a due bill xx other appropriate instrument evidencing such holder's right to receive such additional shares (fractional or otherwise) upon the occurrence of the event requiring such adjustment. (m) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole discretion shall determine to be advisable in order that any (i) consolidation or subdivision of the Preferred Stock, (ii) issuance wholly for cash of any Unit of Preferred Stock at less than the current market price, (iii) issuance wholly for cash of Preferred Stock or securities which by their terms are convertible into or exchangeable for Preferred Stock, (iv) dividends on Preferred Stock payable in Preferred Stock or (v) issuance of rights, options or warrants referred to in this Section 11, hereafter made by the Company to holders of Units of its Preferred Stock shall not be taxable to such stockholders. (n) The Company shall not, at any time after the Distribution Date, (i) consolidate with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), (ii) merge with or into any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or (iii) sell or transfer (or permit any Subsidiary to sell or transfer), in one transaction, or a series of transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), if (x) at the time of or immediately after such consolidation, merger or sale there are any rights, warrants or other instruments or securities outstanding or agreements in effect which would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights or (y) prior to, simultaneously with or immediately after such consolidation, merger or sale, the Person which constitutes, or would constitute the "Principal Party" for purposes of Section 13(a) shall have distributed or otherwise transferred to its stockholders or other persons holding an equity interest in such Person Rights previously owned by such Person or any of its Affiliates and Associates; provided, however, this Section 11(n) shall not affect the ability of any Subsidiary of the Company to consolidate with, merge with or into, or sell or transfer assets or earning power to, any other Subsidiary of the Company. (o) After the Distribution Date, the Company shall not, except as permitted by Sections 23, 24 or 27, take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights. (p) In the event that, at any time after the date of this Agreement and prior to the Distribution Date, the Company shall (Ai) issue declare or pay any dividend on outstanding shares of Common Stock payable in shares of Common Stock or (ii) effect a press release (the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms subdivision, combination or consolidation of the transactions contemplated hereby and Common Stock (Bby reclassification or otherwise than by payment of dividends in shares of Common Stock) file into a Current Report on Form 8-K describing greater or lesser number of shares of Common Stock, then in any such case the terms number of Units of Preferred Stock purchasable after such event upon proper exercise of each Right shall be determined by multiplying the transactions contemplated by this Amendment in the form required by the Exchange Act and attaching the form number of this Amendment as exhibits Units of Preferred Stock so purchasable immediately prior to such filing (including all attachments)event by a fraction, the "8-K Filing"). From and after numerator of which is the earlier number of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession shares of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, Common Stock outstanding immediately before such event and the Holder or any denominator of their affiliates, on which is the other hand, shall terminatenumber of shares of Common Stock outstanding immediately after such event. The Company adjustments provided for in this Section 11(p) shall notbe made successively whenever such a dividend is declared or paid or such a subdivision, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company combination or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationconsolidation is effected.

Public Announcement. On The Parties will mutually agree on the contents of a joint press release with respect to the execution of this Agreement, which press release shall be issued by the Parties on or before 9:30 a.m.around the Effective Date. Neither Party shall issue any other public announcement, New York City timepress release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent (except, with respect to […***…] issuance, any public announcement, press release, or other public disclosure regarding […***…], which […***…]), except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required by applicable Law or the rules of a stock exchange on December 18which the securities of the disclosing Party are listed (or to which an application for listing has been submitted) and except that a Party may, 2015, the Company shall (A) issue once a press release or other public written statement is approved in writing by both Parties, make subsequent public disclosure of the information contained in such press release or other public written statement without the further approval of the other Party. In the event a Party is, in the opinion of its counsel, required by applicable Law or the rules of a stock exchange on which its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the "Press Release Issuance") reasonably acceptable proposed disclosure in writing to the Holder disclosing all material terms other Party as far in advance as reasonably practicable (and in no event less than […***…] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Without limiting the foregoing, the Parties acknowledge that either or both Parties may be obligated to file a copy of this Agreement with the United States Securities and Exchange Commission or its equivalent in the Territory; provided that a Party who is so obligated shall promptly give notice to the other Party thereof and the Parties shall cooperate with each other and use reasonable efforts to obtain confidential treatment of confidential, including trade secret, information in accordance with applicable Law. The filing Party shall provide the non-filing Party with an advance copy of this Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and shall reasonably consider the non-filing Party’s timely comments thereon and cooperate with such non-filing Party in seeking such confidential treatment and, upon the written request of the transactions contemplated hereby non-filing Party, shall request an appropriate extension of the term of the confidential treatment period. For the avoidance of doubt, each Party shall be responsible for its own legal and (B) file a Current Report on Form 8-K describing other costs in connection with any filing governed by the terms of the transactions contemplated by this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationSection 16.4.

Public Announcement. On or before (a) The Company shall (i) by no later than 9:30 a.m.A.M., New York City time, on December 18the first (1st) business day following the date hereof, 2015, the Company shall (A) issue a press release release, public announcement and/or marketing materials (collectively, the "“Press Release Issuance"Release”) reasonably acceptable to disclosing the Holder disclosing all material terms of the transactions contemplated hereby and any material non-public information provided to Purchaser in connection with the transactions contemplated hereby and (Bii) as promptly as reasonably practicable following the entry into this Agreement, file a Current Report on Form 8-K describing with the terms of the transactions contemplated by this Amendment SEC in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing")accordance with applicable Law. From and after the earlier issuance of the Press Release Issuance or the 8-K Filing with the CommissionRelease, the Holder Purchaser shall not be in possession of any material, nonpublic non-public information received from the Company, Company or any of its Subsidiaries or any of their respective officers, directors, employees, affiliates employees or agents, that is not disclosed in agents (including the Press Release Issuance or 8-K Filing, as applicablePlacement Agents/Arrangers). In addition, effective upon notwithstanding the earlier foregoing, the Company shall not publicly disclose the name of Purchaser, any affiliate of Purchaser or investment adviser to Purchaser, or include the name of Purchaser, any affiliate of Purchaser or investment adviser of Purchaser without the prior written consent of Purchaser (A) in the Press Release, (B) in any other press release, public announcement or marketing materials, or (C) in any filing with the SEC, any regulatory agency or the NYSE, except (I) as required by Law, in which case, to the extent permitted by Law and practicable under the circumstances, the Company shall consult with Purchaser about, and allow Purchaser reasonable time to comment on (and shall consider such comments in good faith), such release, statement or announcement in advance of such issuance, (II) in connection with any registration statement contemplated by the Registration Rights Agreement (which shall be subject to review and comment of Purchaser pursuant to the terms of the Registration Rights Agreement), (III) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed) or (IV) for such releases, statements or announcements that are consistent with other such releases, statements or announcements made on or after the entry into this Agreement in compliance with this Section 3.2. Following the issuance of the Press Release Issuance or the filing of such Form 8-K FilingK, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, Representatives (including the Placement Agents/Arrangers) on the one hand, and the Holder Purchaser or any of their affiliatesits Representatives, on the other hand, shall terminate. The Company terminate and be of no further force or effect. (b) Purchaser shall not, not (and shall cause each of its Subsidiaries affiliates and its and each of their respective officers, directors, employees, affiliates and agents, Representatives not to) make any public release, provide statement or announcement in respect of this Agreement, the Holder with any material, nonpublic information regarding proposed or actual investment in the Company by Purchaser contemplated hereunder or any the transactions contemplated hereby, in each case, except (i) as required by Law, in which case, to the extent permitted by Law and practicable under the circumstances, Purchaser shall consult with the Company about, and allow the Company reasonable time to comment on (and shall consider such comments in good faith), such release, statement or announcement in advance of its Subsidiaries from and after such issuance, (ii) with the date hereof without the express prior written consent of the HolderCompany (which consent shall not be unreasonably withheld, conditioned or delayed), or (iii) for such releases, statements or announcements that are consistent with other such releases, statements or announcements made on or after the entry into this Agreement in compliance with this Section 3.2. To Notwithstanding anything in the extent that the Companyforegoing, any Purchaser and each of its Subsidiaries or any affiliates may provide customary disclosure of the status and subject matter of this Agreement and transactions contemplated hereby to their respective officerslimited partners and investors, directors, affiliates, employees or agents delivers any material, non-public information subject to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of customary confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationundertakings.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015(a) At the time agreed by the Parties following the execution of this Agreement, the Company and Scopia shall announce this Agreement by means of a joint press release in the form attached hereto as Exhibit A (Athe “Press Release”). Subject to applicable law and regulation, during the Standstill Period, none of the Company, Scopia or the other Scopia Affiliates will make any public statements with respect to the matters covered by this Agreement (including in the Scopia 13D or 13D Amendment or in any other filing with the SEC, any other regulatory or governmental agency, any stock exchange or in any materials that would reasonably be expected to be filed with the SEC) that are inconsistent with, or otherwise contrary to, the statements in the Press Release. (b) The Company shall promptly prepare and file a Form 8-K (the “Form 8-K”) reporting entry into this Agreement and appending or incorporating by reference this Agreement and the Press Release as exhibits thereto; provided, however, the Company will, prior to its filing, provide Scopia with a reasonable opportunity to review and comment on the Form 8-K, and the Company will consider any comments from Scopia in good faith. (c) Scopia shall promptly prepare and file an amendment (the “13D Amendment”) to the Scopia 13D reporting the entry into this Agreement and amending the applicable items to conform to the obligations hereunder; provided, however, that Scopia will, prior to its filing, provide the Company with a reasonable opportunity to review and comment on the 13D Amendment, and Scopia will consider any comments from the Company in good faith. (d) During the Standstill Period, no Party shall issue a press release (or other public announcement in connection with this Agreement or the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions actions contemplated hereby and (B) file a Current Report on other than the Press Release, Form 8-K describing and the terms of 13D Amendment without providing the transactions contemplated by this Amendment in the form required by the Exchange Act other Party with a reasonable opportunity to review and attaching the form of this Amendment as exhibits to comment on such filing (including all attachments)documents, the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of each party will consider any material, nonpublic information received comments from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed other Party in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationgood faith.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015, (a) XXXX and the Company shall (A) issue announce this Agreement and the material terms hereof by means of a joint press release in the form attached hereto as Exhibit A (the "“Press Release Issuance"Release”) reasonably acceptable as soon as practicable following execution of this Agreement (but in no event later than 5:00 p.m., Eastern Time, on the first business day after the date of this Agreement). Prior to the Holder disclosing all material terms issuance of the transactions Press Release, neither the Company nor XXXX shall issue any press release or public announcement regarding this Agreement or take any action that would require public disclosure thereof without the prior written consent of the other party; it being understood that nothing in this Agreement shall limit either XXXX’s or the Company’s ability to make required regulatory filings (as reasonably determined by counsel, and as required by, without limitation, the requirements of Sections 13 and 14 of the Exchange Act and the rules and regulations promulgated thereunder) during such time. (b) During the term of this Agreement, XXXX shall not issue any press release relating to this Agreement or the actions contemplated hereby other than the Press Release. (c) The Company shall promptly prepare and (B) file a Current Report on Form 8- K reporting entry into this Agreement and appending or incorporating by reference this Agreement as an exhibit thereto (the “Form 8-K describing the terms of the transactions contemplated by this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachmentsK”), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, provide XXXX with reasonable opportunity to review and comment upon the Form 8-K prior to the filing thereof and shall cause each consider in good faith any changes proposed by XXXX. (d) During the term of this Agreement, if XXXX is obligated to file an amendment to its Subsidiaries and its and each of their respective officersSchedule 13D, directors, employees, affiliates and agents, not to, provide it shall be consistent with the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To Press Release (to the extent that it comments on the matters set forth in the Press Release) and the terms of this Agreement. XXXX shall provide the Company with reasonable opportunity to review and comment upon any such amendment to its Schedule 13D prior to the filing thereof and shall consider in good faith any changes proposed by the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015, the Company shall Except (Aa) issue for a press release previously approved in form and substance by the Seller and the Purchaser or any other public announcement using substantially the same text as such press release and (b) any disclosure required by applicable Law, by the "Press Release Issuance") reasonably acceptable rules and regulations of any securities exchange or market on which any security of such party hereto may be listed or traded or by any Governmental Authority of competent jurisdiction, neither the Purchaser nor the Seller shall, and each party hereto shall cause its Affiliates not to, without the prior written consent of the other party hereto (which consent shall not be unreasonably withheld, delayed or conditioned), issue any press release or make any other public disclosure with respect to this Agreement or any of the Holder disclosing all material terms other Transaction Documents or any of the transactions contemplated hereby or thereby. The Purchaser acknowledges that it will be necessary for the Seller to file this Agreement with the SEC and (B) file a Current Report on Form 8-K describing to make other public disclosures regarding the terms of this Agreement and payments made under this Agreement in its reports filed with the transactions contemplated by this Amendment in SEC, and the form required by Seller agrees that it will provide the Exchange Act Purchaser a reasonable opportunity to review and attaching comment on any proposed redactions to the form copy of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing Agreement filed with the CommissionSEC as well as on such other public disclosures and will consider such comments in good faith, provided that the Holder Seller shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, required to provide the Holder with Purchaser (i) any materialother part of an annual, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect toperiodic, or a duty current report or financial statement or (ii) the opportunity to review and comment on any disclosure substantively identical to any disclosure previously reviewed and commented upon by the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationPurchaser.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015, the The Company shall (A) by the Disclosure Time, issue a press release (disclosing the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby hereby, and (B) file a Current Report on Form 8-K describing (together, the “Disclosure Document”). No press release or, except to the extent required under applicable law, other public announcement shall be made, directly or indirectly, by any party hereto concerning the execution of this Agreement, the terms and conditions hereof or the consummation of the transactions contemplated hereby, in each case without the prior written consent of the other party hereto. Notwithstanding the foregoing, the Company may issue the Disclosure Document (after providing the Purchasers an opportunity to review and comment on such Disclosure Document, it being understood that identity of the Purchasers will be disclosed in the Agreement included as an exhibit to the Disclosure Document and as selling stockholders in the Registration Statement). The Company shall not include the name of any of the Purchasers or their Affiliates or advisers in any press release (including the Disclosure Document) or marketing materials without the prior written consent of such Purchaser, nor shall the Company include the name of any of the Purchasers or their Affiliates or advisers in any public announcement or publication (including the Disclosure Document) without the prior written consent of such Purchaser, except if such disclosure is required by law, rule, regulation or applicable Commission guidance, in which case the Company shall provide such Purchaser with prompt prior notice of such requirement so that the Purchaser may (a) seek appropriate relief to prevent or limit such disclosure, (b) furnish only that portion of the information which is legally required to be furnished or disclosed, and to the extent reasonably feasible, and (c) consult with the Company on content and timing prior to any such disclosure. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Amendment in the form Agreement are required to be publicly disclosed by the Exchange Act Company as described in this Section 10.14, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and attaching the form terms of this Amendment as exhibits to such filing (including all attachmentstransaction), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information.

Public Announcement. On (a) Except as otherwise agreed in writing between Buyer and Seller, as required by Law or before 9:30 a.m.as expressly permitted by the communications plan described in Section 8.1(b), New York City timenone of Seller or any Seller Shareholder, on December 18nor any of their respective Affiliates, 2015will make any public announcement (including any general announcement to employees, the Company shall (A) issue a press release (the "Press Release Issuance") reasonably acceptable customers, suppliers or others having dealings with Seller), postings to the Holder disclosing all material terms of any public website or electronic forum, or similar communication regarding this Agreement or the transactions contemplated hereby hereby. Buyer will be free to make any public announcement or similar communication that Buyer deems appropriate or advisable in which case Buyer will use commercially reasonable efforts to advise Seller and the Seller Shareholders prior to making such announcement or communication; provided, however, that if Buyer includes in any such announcement or communication a statement attributable to a Seller Shareholder, Buyer will, prior to making such announcement or communication, provide a draft of the same to the applicable Seller Shareholder at least two (B2) Business Days in advance and incorporate any reasonable comments from such Seller Shareholder with respect to such statement. Seller and the Seller Shareholders understand and acknowledge that Buyer will be required to file a Current Report on Form 8-K describing with the terms SEC to disclose the acquisition contemplated by this Agreement and Seller and the Seller Shareholders expressly consent to such timely filing. (b) Seller and Buyer will consult with one another regarding the communications plan (including content and medium) by which Business Employees, customers, suppliers and others having business dealings with the Business will be informed of the transactions contemplated by this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments)Agreement, the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, communications in such communications plan that are to be conducted jointly will be conducted jointly by Seller and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationBuyer.

Public Announcement. On or before 9:30 (a) Rubric and the Company shall announce this Agreement and the material terms hereof by means of a mutually agreed joint press release in the form attached hereto as Exhibit A (the “Press Release”) as soon as practicable but in no event later than 9:00 a.m., New York City time, on December 18the first business day after the date of this Agreement. Prior to the issuance of the Press Release, 2015, neither the Company nor Rubric shall (A) issue a any press release or public announcement regarding this Agreement or take any action that would require public disclosure thereof without the prior written consent of the other party. (b) During the "Press Release Issuance") reasonably acceptable Cooperation Period, none of Rubric or any of its Affiliates or Associates shall make any public statement that is inconsistent with or contrary to the Holder disclosing all material terms Press Release, except as required by law or the rules of the transactions contemplated hereby any stock exchange. (c) The Company shall promptly prepare and (B) file a Current Report on Form 86-K describing the terms of the transactions contemplated reporting entry into this Agreement and appending or incorporating by reference this Amendment in the form required by the Exchange Act Agreement and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminateexhibits thereto. The Company shall not, provide Rubric with reasonable opportunity to review and comment upon such Current Report on Form 6-K prior to the filing thereof and shall cause each consider in good faith any changes proposed by Rxxxxx. (d) Rubric shall promptly prepare and file an amendment (the “13D Amendment”) to its Schedule 13D with respect to the Company initially filed with the SEC on May 26, 2022, reporting the entry into this Agreement and amending applicable items to conform to its obligations hereunder. The 13D Amendment shall be consistent with the Press Release and the terms of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, this Agreement. Rubric shall provide the Holder Company with reasonable opportunity to review and comment upon the 13D Amendment prior to the filing thereof and shall consider in good faith any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that changes proposed by the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information.

Public Announcement. On or before 9:30 a.m., New York City timeNeither Buyer, on December 18the one hand, 2015nor Seller and the Companies, on the Company shall (A) other hand, will issue a or permit any of its Affiliates, agents, directors, officers or employees to issue, any press release (the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of or public filing or other public announcement concerning the transactions contemplated hereby without the prior written consent of the other; provided, however, that nothing contained herein shall prevent Seller, the Companies or Buyer from furnishing any required information to or making a filing with any Governmental Authority or otherwise complying with its legal obligations or securities exchange rules and/or other requirements. If any party hereto is required to furnish information to or make a filing with a Governmental Authority that would be publicly available, the parties shall use reasonable efforts to consult with each other in advance as to the contents and timing thereof, but no party shall have any right to approve or consent to any such public statement or filing. Notwithstanding the foregoing, (Ba) file a Current Report on Form 8-K describing each party hereto hereby consents to the terms other’s disclosure of the transactions contemplated by this Amendment Agreement and the terms of such transactions in public announcements and filings with Governmental Authorities and the form required by the Exchange Act and attaching the form filing of this Amendment as exhibits Agreement and Ancillary Agreements with Governmental Authorities, if required to be disclosed or filed by a party and if there is no opportunity for such filing notification and (including all attachments)ii) following any such disclosure by a party, such party and the other parties shall be permitted to disclose substantially similar information in public announcements and filings with Government Authorities without restriction or obligation to consult with the other party under this Agreement. Without limiting the foregoing, the "8-K Filing"). From parties agree that they will issue joint press releases acceptable to each party upon execution of this Agreement and after upon the earlier Closing announcing the entering into this Agreement and the closing of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationtransactions contemplated hereby.

Public Announcement. On or before 9:30 a.m.Biophan shall, New York City timeby 8:30 a.m. Eastern time on October 5, on December 182007, 2015, the Company shall (A) issue a press release (disclosing the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby and (B) by 4:30 p.m. Eastern time on the first Business Day following the date hereof, file a Current Report on Form 8-K describing (the terms of the transactions contemplated by this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "“8-K Filing"”), attaching such press release, this Amendment and the Consent Letter, each reasonably acceptable to each Purchaser. From and after the earlier filing of the Press Release Issuance or the 8-K Filing with the Commission, the Holder Company represents that the Purchasers shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees, affiliates employees or agents, agents that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company Biophan shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates employees and agents, not to, provide the Holder any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the Commission without the express written consent of such Purchaser. Biophan and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither Biophan nor any Purchaser shall issue any such press release or otherwise make any such public statement without the prior consent of Biophan, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of Biophan, which consent shall not unreasonably be withheld, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, Biophan shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with the Holder. To registration statement contemplated by the Registration Rights Agreement and (ii) to the extent that such disclosure is required by law or Trading Market regulations, in which case Biophan shall provide the Company, any Purchasers with prior notice of its Subsidiaries such disclosure permitted under subclause (i) or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information(ii).

Public Announcement. On No Party shall, and each Party shall cause its Affiliates not to, without the prior written consent of the other Parties (which consent shall not be unreasonably withheld or before 9:30 a.m.delayed), New York City time, on December 18, 2015, the Company shall (A) issue a any press release (or make any other public disclosure with respect to this Purchase and Sale Agreement or any of the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms other Transaction Documents or any of the transactions contemplated hereby or thereby, except if and to the extent that any such release or disclosure is required by Applicable Law, by the rules and regulations of any securities exchange or market on which any security of such Party may be listed or traded or by any Governmental Authority of competent jurisdiction, in which case, the Party proposing to issue such press release or make such public disclosure shall, to the extent reasonably practicable, (a) provide to the other Parties a copy of such proposed release or disclosure and (Bb) consider in good faith any comments or changes that the other Party may propose or suggest; provided that a Party may freely make any public disclosure identical to a disclosure previously reviewed by the other Party in accordance with the foregoing clauses (a) and (b). Notwithstanding the foregoing, the Purchaser and the Purchaser Representative understand and agree that the Seller intends to file with the SEC a Current Report on Form 8-K describing the material terms of the transactions contemplated by this Amendment Purchase and Sale Agreement and the other Transaction Documents and some or all of the Transaction Documents as exhibits thereto or to another filing with the SEC, provided, that the Seller shall (a) provide to the Purchaser Representative a draft of such filings with the SEC and (b) consider in good faith any comments or changes that the form required Purchaser Representative may propose or suggest. The Seller and the Purchaser Representative shall jointly prepare a press release for dissemination promptly following the Closing, such press release to be agreed upon by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, Purchaser Representative and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationSeller.

Public Announcement. On (a) As soon as reasonably practicable following the date hereof, one or before 9:30 a.m., New York City time, on December 18, 2015both of the Parties shall issue a mutually agreed to press release substantially in the applicable form attached hereto as Exhibit A. Except as required by Applicable Law (including disclosure requirements of the SEC, the Company Nasdaq Stock Market or any other stock exchange on which securities issued by a Party or its Affiliates are traded) or for statements that are materially consistent with all or any portion of a previously approved public disclosure, neither Party shall (A) issue a press release (the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by make any other public announcement concerning this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance Agreement or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date subject matter hereof without the express prior written consent of the Holderother Party, which shall not be unreasonably withheld, conditioned or delayed. To In the event of a required public announcement, to the extent practicable under the circumstances, the Party making such announcement shall provide the other Party (which in the case of the Investors, shall be the Investor Representative) with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release to afford such other Party a reasonable opportunity to review and comment upon the proposed text. (b) The Parties shall coordinate in advance with each other in connection with the filing of this Agreement (including proposed redaction of certain provisions of this Agreement) with the SEC, the Nasdaq Stock Market or any other stock exchange or Governmental Authority on which securities issued by a Party or its Affiliate are traded, and each Party shall use reasonable efforts to seek confidential treatment for the terms of this Agreement proposed to be redacted, if any; provided that each Party shall ultimately retain control over what information to disclose to the SEC, the Nasdaq Global Select Market or any other stock exchange or Governmental Authority, as the case may be, and provided further that the CompanyParties shall use their reasonable efforts to file redacted versions with any Governmental Authorities which are consistent with redacted versions previously filed with any other Governmental Authorities. Other than such obligation, neither Party (nor its Affiliates) shall be obligated to consult with or obtain approval from the other Party with respect to any of its Subsidiaries filings with the SEC, the Nasdaq Stock Market or any of their respective officersother stock exchange or Governmental Authority. For clarity, directorsonce a public announcement or other disclosure is made by a Party in accordance with this Section 6.4, affiliates, employees then no further consent or agents delivers compliance with this Section 6.4 shall be required for any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationsubstantially similar disclosure thereafter.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015, The initial press release relating to this Agreement shall be a joint press release issued by the Company and Parent and thereafter Parent and the Company shall consult with each other before issuing any further press release(s) or otherwise making any public statement or making any announcement to Parent Associates or Company Associates (A) issue a press release (the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of extent not previously issued or made in accordance with this Agreement) with respect to the transactions contemplated hereby Contemplated Transactions and shall not issue any such press release, public statement or announcement to Parent Associates or Company Associates without the other Party’s prior written consent (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing: (a) each Party may, without such consultation or prior written consent, make any public statement in possession of any material, nonpublic information received response to questions from the Companypress, any of its Subsidiaries analysts, investors or any of their respective officersthose attending industry conferences, directorsmake internal announcements to employees and make disclosures in Parent SEC Documents, employees, affiliates or agents, that is so long as such statements are consistent with and do not disclose material information not previously disclosed in previous press releases, public disclosures or public statements made jointly by the Press Release Issuance Parties (or 8-K Filingindividually, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on if approved by the other handParty); (b) a Party may, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information other Party but subject to giving advance notice to the Holder without other Party of, and consulting with the Holder's consentother Party regarding, the text of such press release, announcement or statement, issue any such press release or make any such public announcement or statement which Parent shall have determined in good faith, upon the advice of legal counsel, is required by any applicable Law; and (c) Parent need not consult with the Company hereby covenants and agrees that the Holder shall not have in connection with such portion of any duty of confidentiality press release, public statement or filing to the Company, any of its Subsidiaries be issued or any of their respective officers, directors, employees, affiliates made pursuant to Section 5.3(e) or agents with respect to, to any Acquisition Proposal or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationParent Board Adverse Recommendation Change.

Public Announcement. On or before 9:30 (a) Rubric and the Company shall announce this Agreement and the material terms hereof by means of a mutually agreed joint press release in the form attached hereto as Exhibit A (the “Press Release”) as soon as practicable but in no event later than 9:00 a.m., New York City time, on December 18the first business day after the date of this Agreement. Prior to the issuance of the Press Release, 2015, neither the Company nor Rubric shall (A) issue a any press release or public announcement regarding this Agreement or take any action that would require public disclosure thereof without the prior written consent of the other party. (b) During the "Press Release Issuance") reasonably acceptable Cooperation Period, none of Rubric or any of its Affiliates or Associates shall make any public statement that is inconsistent with or contrary to the Holder disclosing all material terms Press Release, except as required by law or the rules of the transactions contemplated hereby any stock exchange. (c) The Company shall promptly prepare and (B) file a Current Report on Form 86-K describing the terms of the transactions contemplated reporting entry into this Agreement and appending or incorporating by reference this Amendment in the form required by the Exchange Act Agreement and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminateexhibits thereto. The Company shall not, provide Rubric with reasonable opportunity to review and comment upon such Current Report on Form 6-K prior to the filing thereof and shall cause each consider in good faith any changes proposed by Xxxxxx. (d) Rubric shall promptly prepare and file an amendment (the “13D Amendment”) to its Schedule 13D with respect to the Company initially filed with the SEC on May 26, 2022, reporting the entry into this Agreement and amending applicable items to conform to its obligations hereunder. The 13D Amendment shall be consistent with the Press Release and the terms of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, this Agreement. Rubric shall provide the Holder Company with reasonable opportunity to review and comment upon the 13D Amendment prior to the filing thereof and shall consider in good faith any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that changes proposed by the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information.

Public Announcement. On (a) As soon as reasonably practicable following the date hereof, one or before 9:30 a.m., New York City time, on December 18, 2015both of the Parties may issue a mutually agreed to press release substantially in the applicable form attached hereto as Exhibit A. Except as required by Applicable Law (including disclosure requirements of the SEC, the Company shall (A) issue a press release (the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report Nasdaq Stock Market or any other stock exchange on Form 8-K describing the terms of the transactions contemplated which securities issued by this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries the Parent, or any of their respective officersSubsidiaries are traded) or for statements that are materially consistent with all or any portion of a previously approved public disclosure, directorsneither Party shall make any other public announcement concerning this Agreement or the subject matter hereof without the prior written consent of the other Party, employeeswhich shall not be unreasonably withheld, affiliates conditioned or agentsdelayed. In the event of a required public announcement, that is not disclosed to the extent practicable under the circumstances, the Party making such announcement shall provide the other Party (which in the Press Release Issuance or 8-K Filingcase of the Investor, as applicable. In addition, effective shall be the Investor) with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release to afford such other Party a reasonable opportunity to review and comment upon the earlier proposed text. (b) The Parties shall coordinate in advance with each other in connection with the filing of this Agreement (including proposed redaction of certain provisions of this Agreement) with the Press Release Issuance or the 8-K FilingSEC, the Company acknowledges and agrees that Nasdaq Stock Market or any and all confidentiality other stock exchange or similar obligations under any agreement, whether written or oral, between Governmental Authority on which securities issued by the Company, any of its Subsidiaries the Parent, or any of their respective officers, directors, affiliates, employees or agents, on the one handSubsidiaries are traded, and each Party shall use reasonable efforts to seek confidential treatment for the Holder terms of this Agreement proposed to be redacted, if any; provided that each Party shall ultimately retain control over what information such Party will disclose to the SEC, the Nasdaq Global Select Market or any of other stock exchange or Governmental Authority, as the case may be, and provided further that the Parties shall use their affiliatesreasonable efforts to file redacted versions with any Governmental Authorities which are consistent with redacted versions previously filed with any other Governmental Authorities. Other than such obligation, on neither Party (nor its Affiliates) shall be obligated to consult with or obtain approval from the other handParty with respect to any filings with the SEC, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company Nasdaq Stock Market or any of its Subsidiaries from and after the date hereof without the express prior written other stock exchange or Governmental Authority. For clarity, once a public announcement or other disclosure is made by a Party in accordance with this Section 6.4, then no further consent of the Holder. To the extent that the Company, or compliance with this Section 6.4 shall be required for any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationsubstantially similar disclosure thereafter.

Public Announcement. On or before 9:30 a.m.Following execution of this Agreement, New York City time, on December 18, 2015, the Company shall (A) Buyer may issue a press release (and Current Report on Form 8-K announcing the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby and (B) file entry into this Agreement; provided that a Current Report on Form 8-K describing and press release announcing the terms entry into this Agreement will not be filed until the earlier of (i) December 6, 2018, (ii) the Closing Date and (iii) the date that is four Business Days following the Agreement Date. Buyer will provide Parent with a reasonable opportunity to review and comment on such press release and Current Report on Form 8-K, it being understood that the ultimate content of such press release and Current Report on Form 8-K will be determined by Buyer. Prior to the Closing, except as set forth above in this Section 12.14, neither party shall make any public announcement relating to this Agreement or the transactions contemplated by this Amendment in the form hereby (except as may be required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"law). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder Each party shall not be in possession of use its reasonable efforts prior to Closing to prevent any material, nonpublic information received from the Company, any of such public announcement by its Subsidiaries or any of their respective officers, directors, employees, affiliates consultants, contractors, members, unitholders, equityholders and agents. After the Closing, Buyer may issue such press releases, and make such other public statements or agentsfilings regarding the Equity Purchase, that is not disclosed as it reasonably determines are required under Applicable Law or regulatory rules (including any listing agreement with any national securities exchange or stock market) or otherwise in the Press Release Issuance best interest of Buyer, but the Seller Group Parties shall not issue any press release or 8-K Filingmake any public statement regarding the Equity Purchase or Buyer or Buyer’s business without first consulting with Buyer (including by providing Buyer the opportunity to review and comment thereon) and obtaining Buyer’s agreement to such press release or public statement, except as applicable. In addition, effective upon the earlier Seller Group Parties (i) reasonably determine is required by Applicable Law (in which case they shall notify Buyer a reasonable time in advance of any such press release or public statement) or (ii) may disclose the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any subject matter of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, this Agreement and the Holder financial return and other financial performance or any of their affiliatesstatistical information in connection with fundraising, on the other handmarketing, shall terminate. The Company shall not, informational or reporting activities to current and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company potential equityholders or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationinvestors.

Public Announcement. On (a) The parties agree that the Company may issue a press release announcing this Agreement. The Participants agree that the press release may quote them as follows: "In light of the Board's resolution to support the proposed merger of the Company with Placer Sierra Bank, and considering all facts put before us, we now believe it is in the best interests of the shareholders to support this merger with Placer Sierra Bank, which is considered a strong institution with a good reputation." The press release shall also state that the Participants will be included in management's slate of nominees for election to the Company's Board of Directors at the 2004 Shareholders Meeting. The parties acknowledge that the Company will file with the SEC a form 8-K pertaining to this Agreement, with this Agreement as an attachment, promptly following the execution of this Agreement and will make such other disclosure of this Agreement as may be necessary to comply with the rules and regulations of the SEC. (b) From the date hereof until the Expiration Date, except as otherwise reasonably determined by any party to be necessary to comply with its legal obligations (in which case such party shall notify all other parties in advance of the communication, including the contents of such communication and the basis for such legal necessity), no party to this Agreement (including any party's officers, directors or before 9:30 a.m.employees) shall publicly comment on this Agreement unless such comment is communicated in writing and approved by all other parties to this Agreement, New York City timeincluding, on December 18without limitation, 2015any response to inquiries from the media. (c) From the date hereof until the Expiration Date, the Company shall (A) not issue a any press release (that disparages, libels, defames or otherwise contains a statement that places Participants in a bad light or damages their reputations. From the "Press Release Issuance") reasonably acceptable to date hereof until the Holder disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments)Expiration Date, the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder Participants shall not be in possession of issue any materialpress release that disparages, nonpublic information received from the Companylibels, any of its Subsidiaries defames or any of their respective officers, directors, employees, affiliates or agents, otherwise contains a statement that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding places the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries Bank in a bad light or any damages either of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationreputations.

Public Announcement. On or before 9:30 a.m.the date hereof, New York City time, on December 18, 2015, the Company BNL and BRE shall (A) issue a joint press release (the "Press Release Issuance") reasonably acceptable with respect to the Holder disclosing all material terms execution of this Agreement and the Mergers, which press release shall be reasonably satisfactory to BNL and BRE. Except (a) in any Proceeding with respect to a dispute between or among the parties regarding this Agreement or the transactions contemplated hereby and or (Bb) file for any press release or other public statement that is consistent in all material respects with previous press releases, public disclosures or public statements made by a Current Report on Form 8-K describing the terms of the transactions contemplated by party in accordance with this Amendment Agreement, including in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments)investor conference calls, the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing filings with the CommissionSEC, the Holder shall not be in possession of any materialQ&As or other publicly disclosed documents, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without through the express prior written consent of OP Merger Effective Time, neither BRE, the Holder. To the extent that the CompanyBlocker Corps nor BNL shall, any of its Subsidiaries or and they shall not permit any of their respective officersAffiliates to, directors, affiliates, employees issue any other press release or agents delivers make any material, non-other public information announcement concerning this Agreement or the transactions contemplated by this Agreement (to the Holder extent not previously issued or made in accordance with this Agreement) without the Holder's consentprior approval of the other parties, which approval shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, BRE, the Company hereby covenants Blocker Corps and agrees BNL may, and they may permit their respective Affiliates to, provide ordinary course communications regarding this Agreement and the Mergers to existing or prospective general or limited partners, equity holders, members, managers and investors of such Person, and to Representatives of such Persons, in each case, subject to customary confidentiality obligations. Furthermore, BNL may make any public announcements or disclosures that the Holder shall not have any duty of confidentiality it determines in good faith are required to the Company, any of its Subsidiaries be made by applicable Law or any of their respective officersfiling made under the Securities Act or the Exchange Act (whether in connection with an Initial Public Offering or otherwise) or in connection with its ongoing private placement; provided, directors, employees, affiliates that before making any such public announcement or agents disclosure it provides BRE with respect to, a reasonable opportunity to review and comment on such public announcement or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationdisclosure.

Public Announcement. On (a) As soon as reasonably practicable following the date hereof, one or before 9:30 a.m., New York City time, on December 18, 2015both of the Parties shall issue a mutually agreed to press release substantially in the applicable form attached hereto as Exhibit A. Except as required by Applicable Law (including disclosure requirements of the SEC, the Company Nasdaq Global Select Market or any other stock exchange on which securities issued by a Party or its Affiliates are traded) or for statements that are materially consistent with all or any portion of a previously approved public disclosure, neither Party shall (A) issue a press release (the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by make any other public announcement concerning this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance Agreement or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date subject matter hereof without the express prior written consent of the Holderother, which shall not be unreasonably withheld, conditioned or delayed. To In the event of a required public announcement, to the extent practicable under the circumstances, the Party making such announcement shall provide the other Party (which in the case of the Investor, shall be the Investor Representative) with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release to afford such other Party a reasonable opportunity to review and comment upon the proposed text. (b) The Parties shall coordinate in advance with each other in connection with the filing of this Agreement (including proposed redaction of certain provisions of this Agreement) with the SEC, the Nasdaq Global Select Market or any other stock exchange or Governmental Authority on which securities issued by a Party or its Affiliate are traded, and each Party shall use reasonable efforts to seek confidential treatment for the terms of this Agreement proposed to be redacted, if any; provided that each Party shall ultimately retain control over what information to disclose to the SEC, the Nasdaq Global Select Market or any other stock exchange or Governmental Authority, as the case may be, and provided further that the CompanyParties shall use their reasonable efforts to file redacted versions with any Governmental Authorities which are consistent with redacted versions previously filed with any other Governmental Authorities. Other than such obligation, neither Party (nor its Affiliates) shall be obligated to consult with or obtain approval from the other Party with respect to any of its Subsidiaries filings to the SEC, the Nasdaq Global Select Market or any of their respective officersother stock exchange or Governmental Authority. For clarity, directorsonce a public announcement or other disclosure is made by a Party in accordance with this Section 6.4, affiliates, employees then no further consent or agents delivers compliance with this Section 6.4 shall be required for any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationsubstantially similar disclosure thereafter.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015Promptly following the Effective Date, the Company shall Parties will jointly issue a mutually agreed press release regarding the signing of this Agreement in the form attached hereto as Schedule 11.5. Except (a) as set forth in the preceding sentence or Section 11.2 (Authorized Disclosure), (b) as required to comply with Applicable Law (including the rules and regulations promulgated by the United States Securities and Exchange Commission or any equivalent Governmental Authority in any country in the Territory), and (c) as may be expressly permitted under this Section 11.5 (Public Announcement), neither Party will make any public announcement regarding this Agreement without the prior written approval of the other Party. Notwithstanding the foregoing, (i) Acceleron may make scientific publications or public announcements concerning its research, development, manufacture or commercialization activities with respect to any Product under this Agreement without Fulcrum’s prior written approval but subject to Acceleron’s obligations under this Article 11 (Confidentiality), (ii) Fulcrum may announce the achievement of any Milestone or the payment of any Milestone Payment; provided that (A) issue a press release (Fulcrum shall not disclose details sufficient to identify the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby [**] Target, or any Collaboration Molecule or Product, unless required by Applicable Law, and (B) file a Current Report on Form 8-K describing Fulcrum shall provide Acceleron reasonable advance notice of any such proposed announcement, and will incorporate such reasonable comments and revisions to protect the terms Confidential Information of Acceleron as reasonably requested by Acceleron, and (iii) Fulcrum will not otherwise make any publications, presentations or public announcements of any kind regarding any of the transactions activities contemplated by under this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance Agreement or the 8-K Filing with the Commission, the Holder shall not be in possession results of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof such activities without the express Acceleron’s prior written consent of in each instance. Neither Party will use the Holder. To the extent that the Companyother Party’s or its Affiliates’ name or logo in any label, any of its Subsidiaries press release or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect toproduct advertising, or a duty to for any other promotional purpose, without first obtaining the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationother Party’s prior written consent.

Public Announcement. On (a) The Company shall file promptly a Form 8-K (the “Form 8-K”) reporting entry into this Agreement and appending or before 9:30 a.m.incorporating by reference this Agreement as an exhibit thereto. (b) ValueAct Group shall promptly, New York City timebut in no case prior to the date of the filing of the Form 8-K by the Company pursuant to Section ‎8(a) hereof, prepare and file an amendment (the “13D Amendment”) to their Schedule 13D with respect to the Company filed with the SEC on December 18January 6, 2015, as subsequently amended, reporting the entry into this agreement and amending the applicable items to conform to the obligations hereunder. (c) The parties shall mutually agree to a summary description of this Agreement which shall be used to describe this Agreement in both the Company’s Form 8-K and the ValueAct Group’s 13D Amendment. The ValueAct Group and ValueAct Affiliates shall provide the Company with reasonable opportunity to review and comment upon the 13D Amendment prior to filing, and shall consider in good faith any changes proposed by the Company. (d) The Company shall promptly issue a press release to be mutually agreed with the ValueAct Group in connection with this Agreement and in the form attached hereto as Exhibit A (the “Press Release”). (e) None of the ValueAct Group, the ValueAct Affiliates or the ValueAct Designee shall (Ai) issue a press release (in connection with this Agreement or the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions actions contemplated hereby and or (Bii) file a Current Report on Form 8-K describing the terms of the transactions except as contemplated by Section 8(d), otherwise make any public statement, disclosure or announcement with respect to this Amendment in Agreement or the form required actions contemplated hereby, other than as mutually agreed to by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationValueAct Group.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015, Neither the Company nor any Investor (other than Intel Corporation) shall (A) issue a use Intel Corporation's or its affiliates names or refer to Intel Corporation or its affiliates directly or indirectly in connection with Intel Corporation's or its affiliates relationship with the Company in any advertisement, news release, or professional or trade publication, or in any other manner, unless otherwise required by law or with Intel Corporation's prior written consent, which consent will generally not be granted. The parties agree that there will be no press release (the "Press Release Issuance") reasonably acceptable or other public statement issued by any party relating to the Holder disclosing all material terms of this Agreement or the transactions contemplated hereby unless required by law or mutually agreed to, and (B) file a Current Report on Form 8-K describing further agree to keep the terms of this Agreement, the transactions contemplated by this Amendment in Series A Preferred Stock Purchase Agreement dated July 2, 1996 (the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments"Series A Agreement"), the Series B Preferred Stock Purchase Agreement dated June 12, 1997 (the "8-K FilingSeries B Agreement"), the Series C Agreement, and the Warrant issued to Intel Corporation (the "Intel Warrant") in strictest confidence, it being understood that the restriction shall not prohibit disclosure to the parties' counsel, accountants, and professional advisors. From If the Company determines that it is required by law or under the rules and after the earlier regulations of the Press Release Issuance SEC to disclose the terms and conditions of the Agreement, the Series A Agreement, the Series B Agreement, the Series C Agreement or the 8-K Filing Intel Warrant, it shall, a reasonable time before making any such disclosure or filing, consult with Intel Corporation regarding such disclosure or filing and seek confidential treatment for such portions of those agreements as may be reasonably requested by Intel Corporation. Notwithstanding the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filingabove, the Company acknowledges may disclose the existence and agrees that any terms and all confidentiality or conditions of this Agreement, the Series A Agreement, the Series B Agreement, the Series C Agreement and the Intel Warrant to bona fide potential investors who are under obligations of nondisclosure, similar obligations under any agreement, whether written or oral, between to those contained herein and which the Company believes in good faith are seriously considering investing in the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information.

Public Announcement. On or before 9:30 a.m., The Company shall (a) by 9:00 a.m. (New York City time) on the 4th Trading Day immediately following the date hereof, on December 18, 2015, the Company shall (A) issue a press release (disclosing the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby hereby, and (Bb) file a Current Report on Form 8-K describing with the terms of Commission within the transactions contemplated by this Amendment in the form time required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing")Act. From and after the earlier issuance of such press release, the Company represents to the Holders that it shall have publicly disclosed all material, non-public information delivered to any of the Press Release Issuance Holders by the Company or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, employees, affiliates employees or agents, that is not disclosed agents in connection with the Press Release Issuance or 8-K Filing, as applicabletransactions contemplated by the Transaction Documents. In addition, effective upon the earlier issuance of the Press Release Issuance or the 8-K Filingsuch press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesagents, employees or agents, Affiliates on the one hand, and any of the Holder Holders or any of their affiliates, Affiliates on the other hand, shall terminate. The Company and each Holder shall notconsult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Holder shall cause issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Holder, or without the prior consent of each Holder, with respect to any press release of its Subsidiaries and its and each of their respective officersthe Company, directorswhich consent shall not unreasonably be withheld or delayed, employeesexcept if such disclosure is required by law, affiliates and agents, not to, in which case the disclosing party shall promptly provide the Holder other party with any materialprior notice of such public statement or communication. Notwithstanding the foregoing, nonpublic information regarding the Company shall not publicly disclose the name of any Holder, or include the name of any Holder in any filing with the Commission or any of its Subsidiaries from and after the date hereof regulatory agency or Trading Market, without the express prior written consent of such Holder, except (a) as required by federal securities law in connection with the Holder. To filing of final Transaction Documents with the Commission and (b) to the extent that the Companysuch disclosure is required by law or Trading Market regulations, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, in which case the Company hereby covenants and agrees that shall provide the Holder shall not have any duty Holders with prior notice of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationdisclosure permitted under this clause (b).

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015, (a) The initial press release with respect to the transactions contemplated hereby shall be issued by the Company; provided that the Company shall (Ai) not issue a such press release without prior consultation with and written approval of Purchaser and (ii) give Purchaser the "Press Release Issuance") reasonably acceptable right to the Holder disclosing all material terms of the transactions contemplated hereby review and comment on such press release and (B) file a Current Report on Form 8-K describing consider any such comments in good faith, in each case, in advance of such issuance. (b) Thereafter, (i) the terms Company shall not (and shall cause its affiliates and its and their respective Representatives not to) make any public release, statement or announcement in respect of this Agreement or the proposed or actual investment in the Company by Purchaser contemplated hereunder and (ii) Purchaser shall not (and shall cause its affiliates and its and their respective Representatives not to) make any public release, statement or announcement in respect of this Agreement, the proposed or actual investment in the Company by Purchaser contemplated hereunder or the transactions contemplated by this Amendment hereby, in the form each case, except (A) as required by Law, in which case, to the Exchange Act extent permitted by Law and attaching practicable under the form of this Amendment as exhibits circumstances, the party required to make such filing release, statement or announcement shall consult with the other party about, and allow the other party reasonable time to comment on (including all attachmentsand shall consider such comments in good faith), such release, statement or announcement in advance of such issuance, (B) communications by the "8-K Filing"). From Company to its stockholders and after employees that are reasonably necessary or advisable in connection with the earlier of the Press Release Issuance Investment, or the 8-K Filing issuance of Common Stock and/or Preferred Stock pursuant to any Other Investment Agreement, (C) with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holderother party (which consent shall not be unreasonably withheld, conditioned or delayed), or (D) for such releases, statements or announcements that are consistent with other such releases, statements or announcements made on or after the entry into this Agreement in compliance with this Section 3.4. To Notwithstanding anything in the extent that the Companyforegoing, any Purchaser and each of its Subsidiaries or any affiliates may provide customary disclosure of the status and subject matter of this Agreement and transactions contemplated hereby to their respective officerslimited partners and investors, directors, affiliates, employees or agents delivers any material, non-public information subject to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of customary confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationundertakings.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015Except as set forth in this Agreement, the Company Parties shall (A) not, and shall cause their Subsidiaries, as applicable, not to, issue a any report, statement or press release (the "Press Release Issuance") reasonably acceptable or otherwise make any public statements with respect to the Holder disclosing all material terms of this Agreement and the transactions contemplated hereby by this Agreement, except (a) as, in the reasonable judgment of any Party, may be legally required by Law or by any applicable Government Authority or needed to obtain the benefits or protection of any applicable Government Authority (including any filings of financial statements by a Party or its Affiliates with the United States Securities and Exchange Commission), (Bb) file in connection with a Party’s or its Affiliates’ obligations as a publicly-held, exchange-listed company (including disclosures required to be made in the financial statements of any Party or of any of its Affiliates) or (c) as otherwise agreed to in writing by the Parties; provided that the Seller and the Parent agree that prior to issuing (i) any written press release or written communication that relates solely to the transactions contemplated by this Agreement, the Seller or the Parent, as applicable, shall provide the Buyer a copy of such written press 39 #93878383v22 release or written communication prior to such issuance, or (ii) any Current Report on Form 8-K describing announcing the terms of entry into this Agreement or the transactions contemplated by this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments)hereby, the "Parent shall provide the Buyer a copy of such Current Report on Form 8-K Filing")prior to such issuance. From Notwithstanding the foregoing, the Seller and after its Affiliates may make any public statements in response to questions by the earlier of the Press Release Issuance press, analysts, investors or the 8-K Filing those attending industry conferences or analyst or investor conference calls. Nothing will prohibit any Party or its Affiliates from disclosing information consistent with any information in any press release or other public announcement that was previously agreed to and disseminated in compliance with this Section 6.03, and nothing this Section 6.03 shall require a Party to consult with the Commissionother in connection with such disclosure. Notwithstanding anything to the contrary in this Agreement, the Holder shall not be in possession of any materialBuyer and its Affiliates (including Tailwind Capital Partners III, nonpublic information received from the CompanyL.P. and Tailwind Capital Partners (Cayman) III, any of its Subsidiaries or any of L.P.) may provide their respective officers, directors, employees, affiliates prospective and current limited partners (or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filingtheir equivalent) information on a confidential basis regarding this Agreement, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, other agreements contemplated hereby and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, transactions contemplated hereby and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationthereby.

Public Announcement. On or before 9:30 a.m.(a) Immediately after execution of this deed, New York City time, on December 18, 2015, the Company shall (A) Nxxxxxxx and Newmont must issue a press release (the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Amendment public announcements in the form agreed between Newcrest and Newmont. (b) No party may make any public announcement or disclosure in connection with the Transaction or the Scheme, except: (1) as expressly permitted under this deed; (2) as required by the Exchange Act and attaching the form applicable law or any Listing Rule; (3) without limiting any other provision of this Amendment as exhibits deed (including, to such filing (including all attachmentsavoid doubt, clause 5.5 and clause 14), where the "8-K Filing"). From and after the earlier board of the Press Release Issuance relevant party determines (acting reasonably and in good faith) that an announcement or disclosure is necessary to satisfy the 8-K Filing relevant board’s fiduciary or statutory duties, or to ensure an informed market for securities in Newcrest or Newmont (as applicable); or (4) with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. other parties (such consent not to be unreasonably withheld or delayed). (c) Where a party is permitted to make any public announcement or disclosure in connection with the Transaction or the Scheme under clause 12(b), it must use best endeavours, to the extent practicable and permitted by applicable law, to: (1) consult with the other parties as to the form of that public announcement or disclosure prior to making the relevant announcement or disclosure; and (2) provide the other parties with a draft of the announcement or disclosure and an opportunity to review and, in good faith, consider any comments provided by the other parties in a timely manner. (d) To the extent that any public announcement or disclosure in connection with the CompanyTransaction or the Scheme under clause 12(b) contains any Confidential Information, the terms of the Confidentiality Deed will apply. (e) The obligations under clause 12 do not apply to: (1) the extent that the proposed announcement or disclosure substantially repeats some or all matters expressly contained in prior announcements or disclosures; or (2) any announcement or disclosure by a party in connection with: (A) receipt of its Subsidiaries or any of their respective officersan actual Competing Proposal, directors, affiliates, employees or agents delivers any material, non-public information except to the Holder without extent that such announcement or disclosure could reasonably be deemed to be a solicitation of Newmont Stockholders in connection with the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty Scheme; or (B) termination of confidentiality to the Company, any of this deed in accordance with its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationterms.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015, the The Company shall (A) by the Disclosure Time, issue a press release (disclosing the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby hereby, and (B) file a Current Report on Form 8-K describing (together, the “Disclosure Document”). No press release or, except to the extent required under applicable law, other public announcement shall be made, directly or indirectly, by any party hereto concerning the execution of this Agreement, the terms and conditions hereof or the consummation of the transactions contemplated hereby, in each case without the prior written consent of the other party hereto. Notwithstanding the foregoing, the Company may issue the Disclosure Document (after providing the Purchaser an opportunity to review and comment on such Disclosure Document, it being understood that identity of the Purchaser will be disclosed in the Agreement included as an exhibit to the Disclosure Document and as selling stockholders in the Registration Statement). The Company shall not include the name of the Purchaser or its Affiliates or advisers in any press release (including the Disclosure Document) or marketing materials without the prior written consent of the Purchaser, nor shall the Company include the name of the Purchaser or its Affiliates or advisers in any public announcement or publication (including the Disclosure Document) without the prior written consent of the Purchaser, except if such disclosure is required by law, rule, regulation or applicable Commission guidance, in which case the Company shall provide the Purchaser with prompt prior notice of such requirement so that the Purchaser may (a) seek appropriate relief to prevent or limit such disclosure, (b) furnish only that portion of the information which is legally required to be furnished or disclosed, and to the extent reasonably feasible, and (c) consult with the Company on content and timing prior to any such disclosure. The Purchaser, covenants that until such time as the transactions contemplated by this Amendment in the form Agreement are required to be publicly disclosed by the Exchange Act Company as described in this Section 10.14, the Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and attaching the form terms of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"transaction). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information.[Signature Page Follows]

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015, the Company shall (Aa) issue a The initial press release (the "Press Release Issuance") reasonably acceptable with respect to the Holder disclosing all material terms of the transactions contemplated hereby shall be a joint press release that has been agreed upon by Purchaser and the Company. (b) Thereafter, (i) the Company shall not (and shall cause its affiliates and its and their respective Representatives not to) make any public release, statement or announcement in respect of this Agreement or the proposed or actual investment in the Company by Purchaser contemplated hereunder and (ii) Purchaser shall not (and shall cause its affiliates and its and their respective Representatives not to) make any public release, statement or announcement in respect of this Agreement, the proposed or actual investment in the Company by Purchaser contemplated hereunder or the transactions contemplated hereby, in each case, except (A) as required by Law, in which case, to the extent permitted by Law and practicable under the circumstances, the party required to make such release, statement or announcement shall consult with the other party about, and allow the other party reasonable time to comment on (and shall consider such comments in good faith), such release, statement or announcement in advance of such issuance, (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Amendment in the form required communications by the Exchange Act Company to its stockholders and attaching employees that are reasonably necessary or advisable in connection with the form of this Amendment as exhibits to such filing (including all attachments)Investment, the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing issuance of Common Stock and/or Preferred Stock pursuant to any Other Investment Agreement, (C) with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holderother party (which consent shall not be unreasonably withheld, conditioned or delayed), or (D) for such releases, statements or announcements that are consistent with other such releases, statements or announcements made on or after the entry into this Agreement in compliance with this Section 3.4. To Notwithstanding anything in the extent that the Companyforegoing, any Purchaser and each of its Subsidiaries or any affiliates may provide customary disclosure of the status and subject matter of this Agreement and transactions contemplated hereby to their respective officerslimited partners and investors, directors, affiliates, employees or agents delivers any material, non-public information subject to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of customary confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationundertakings.

Public Announcement. On or before 9:30 a.m.Neither Seller, New York City time, on December 18, 2015, the Company Buyer nor any of their respective Affiliates shall (A) issue a any press release (the "Press Release Issuance") reasonably acceptable or make any public announcement with respect to the Holder disclosing all material terms of this Agreement or any Ancillary Agreement and the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing or thereby without obtaining the terms of the transactions contemplated by this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holderother Party, except as may be required by Law, including any federal or state securities law, upon the advice of legal counsel and only if the disclosing Party (a) provides the non-disclosing Party with an opportunity to first review the release or other public announcement, (b) consults with the non-disclosing Party (whether such Party is named in such publicity, news release or public announcement or not) at a reasonable time prior to its release to allow the non-disclosing Party to comment thereon and (c) after its release, shall provide the non-disclosing Party with a copy thereof. To If a Party, based on the extent that the Company, any advice of its Subsidiaries legal counsel, determines that this Agreement or any Exhibits hereto must be filed with the United States Securities and Exchange Commission (“SEC”), then such Party, prior to making any such filing, shall provide the other Party and its legal counsel with a redacted version of their respective officersthis Agreement which it intends to file and any draft correspondence with the SEC requesting the confidential treatment by the SEC of those redacted sections of this Agreement, directorsand will give due consideration to any timely comments provided by such other Party or its legal counsel and use reasonable efforts to ensure the confidential treatment by the SEC of those sections specified by such other Party or its legal counsel. Following the Closing, affiliatesBuyer shall be entitled to make such public announcements as it deems appropriate related to Products; provided however that except as otherwise provided above, employees without Seller’s prior written consent, no such announcement shall contain any reference to this Agreement or agents delivers any materialAncillary Agreement or the terms set forth herein or therein or Seller, non-public information its Affiliates or actions taken with respect to Products prior to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents Closing Date other than references materially consistent with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationthose previously approved by Seller.

Public Announcement. On or before 9:30 a.m.Promptly following the execution and delivery of this Agreement, New York City time, on December 18, 2015, the Company (a) Buyer shall (A) issue a press release announcing the execution of this Agreement, which press release shall contain disclosure regarding this Agreement in substantially the form attached hereto as Annex A, and (b) the "Press Release Issuance") reasonably acceptable Company shall file an amendment to the Holder disclosing all material terms its Form ADV to update Part 2A in respect of the transactions contemplated hereby execution of this Agreement and (B) file a Current Report on Form 8-K describing the terms termination of the transactions contemplated by this Amendment Contemplated Transactions, in substantially the form required by attached hereto as Annex B. Without the Exchange Act and attaching prior consent of the form of this Amendment as exhibits other Parties (not to such filing (including all attachmentsbe unreasonably withheld, conditioned or delayed), the "8-K Filing"). From and after the earlier none of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K FilingBuyer, the Company acknowledges or the Members’ Representative will (and agrees the Company will use commercially reasonable efforts to cause the other Members not to), issue or make any subsequent press release or public statement with respect to the Termination, this Agreement, the Purchase Agreement or the Contemplated Transactions that is inconsistent in any material respect with, or otherwise contrary to, the jointly approved statements in the press release issued and all confidentiality the amendment to the Form ADV filed pursuant to this Section 3, except that they may make such truthful disclosures as may be required by Law or the rules or regulations of any applicable U.S. securities exchange or in connection with any Action; provided, that the party proposing to issue any press release or similar public announcement or communication in compliance with any such disclosure obligations under any agreementshall use commercially reasonable efforts to consult in good faith with the other parties before doing so. For the avoidance of doubt, whether written or oral, between the Company, any each of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, Buyer and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of may disclose to its Subsidiaries and its and each of their respective officers, directors, employees, affiliates clients and agents, not to, provide service providers the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent termination of the Holder. To Contemplated Transactions, which disclosure shall be consistent with the extent that jointly approved statements in the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information press release issued and the amendment to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality Form ADV filed pursuant to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationthis Section 3.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015, The initial press release relating to this Agreement shall be a joint press release issued by the Company and Parent and thereafter Parent and the Company shall consult with each other before issuing any further press release(s) or otherwise making any public statement or making any announcement to Parent Associates or Company Associates (A) issue a press release (the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of extent not previously issued or made in accordance with this Agreement) with respect to the transactions contemplated hereby Contemplated Transactions and shall not issue any such press release, public statement or announcement to Parent Associates or Company Associates without the other Party’s written consent (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Amendment in the form required by the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder which shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing: (a) each Party may, without such consultation or consent, make any public statement in possession of any material, nonpublic information received response to specific questions from the Companypress, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Parent SEC Documents, so long as any of its Subsidiaries such statements, announcements or any of their respective officers, directors, employees, affiliates or agents, that is disclosures are consistent with and do not disclose material information not previously disclosed in previous press releases, public disclosures or public statements made jointly by the Press Release Issuance Parties (or 8-K Filingindividually, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on if approved by the other handParty) in compliance with this Section 5.8; (b) a Party may, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information other Party hereto but subject to giving advance notice to the Holder without other Party of, and consulting with the Holder's consentother Party regarding, the text of such press release, announcement or statement, issue any such press release or make any such public announcement or statement which Parent shall have determined in good faith, upon the advice of outside legal counsel, is required by any applicable Law; and (c) Parent need not consult with the Company hereby covenants and agrees that the Holder shall not have in connection with such portion of any duty of confidentiality press release, public statement or filing to the Company, any of its Subsidiaries be issued or any of their respective officers, directors, employees, affiliates made pursuant to Section 5.3(e) or agents with respect to, to any Acquisition Proposal or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationParent Board Adverse Recommendation Change.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015, (a) Neither party shall make any public disclosure regarding the Company shall (A) issue a press release (the "Press Release Issuance") reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms negotiation of the transactions contemplated by this Amendment Agreement unless, in the form reasonable opinion of each other party's counsel, such disclosure is required by law, in which event the Exchange Act other party shall have a reasonable opportunity to comment on any public disclosure before it is made. Buyer and attaching Seller will cooperate to prepare a joint press release promptly after the form date of this Amendment as exhibits Agreement. (b) From the Effective Date until the Closing, Seller shall take reasonable actions necessary to avoid any trading in Buyer equity securities by Seller's directors, officers, employees and agents having knowledge of the subject transaction, provided however, Seller shall have no liability for such filing ---------------- trading by Seller's directors, officers, employees and agents. (including all attachments), the "8-K Filing"). c) From and after the earlier Closing, Seller shall take reasonable actions necessary to avoid any trading in Buyer equity securities by Seller's directors, officers, employees and agents that would be based on material nonpublic information, that relates to the transactions contemplated by this Agreement or that was learned in the due diligence process, provided however, Seller shall have no liability for such ---------------- trading by Seller's directors, officers, employees and agents. Seller and, to the actual knowledge of Seller, its affiliates have not traded in Buyer securities for the Press Release Issuance or ten (10) day period preceding the 8-K Filing with the CommissionEffective Date; provided -------- however, the Holder that it shall not be in possession deemed to be a breach of any materialthis clause if Seller or ------- its affiliates own beneficially or of record shares of common stock of Buyer and such shares are traded through a blind trust, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality a 401(k) plan or similar obligations under any agreementplan or other similar trusts, whether written plans or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationaccounts.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015, (a) XXXX and the Company shall (A) issue announce this Agreement and the material terms hereof by means of a joint press release in the form attached hereto as Exhibit B (the "“Press Release”) as soon as practicable but in no event later than 3:00 p.m., Pacific Standard Time, on the first business day after the date of this Agreement. Prior to the issuance of the Press Release, neither the Company nor XXXX shall issue any press release or public announcement regarding this Agreement or take any action that would require public disclosure thereof without the prior written consent of the other party. (b) During the term of this Agreement, none of XXXX or any of its Affiliates or Associates shall make any public statement that is inconsistent with the Press Release Issuance") reasonably acceptable (to the Holder disclosing all material terms of extent that such statement comments on the transactions matters set forth in the Press Release) or issue any press release other than the Press Release in connection with this Agreement or the actions contemplated hereby hereby. (c) The Company shall promptly prepare and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated reporting entry into this Agreement and appending or incorporating by reference this Amendment in the form required by the Exchange Act and attaching the form of this Amendment Agreement as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminatean exhibit thereto. The Company shall not, provide XXXX with reasonable opportunity to review and comment upon such Current Report on Form 8-K prior to the filing thereof and shall cause each consider in good faith any changes proposed by XXXX. (d) During the term of its Subsidiaries and its and each of their respective officersthis Agreement, directorsif XXXX is obligated to file a Schedule 13D, employees, affiliates and agents, not to, provide it shall be consistent with the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To Press Release (to the extent that it comments on the matters set forth in the Press Release) and the terms of this Agreement. If XXXX files a Schedule 13D within fifteen (15) Business Days after the effective date of the XXXX Nominee’s appointment to the Board, XXXX shall provide the Company with reasonable opportunity to review and comment upon any such Schedule 13D, or any amendment thereto, prior to the filing thereof and shall consider in good faith any changes proposed by the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information.

Public Announcement. On or before 9:30 a.m., New York City time, on December 18, 2015, the Company shall Except (Aa) issue for a press release previously approved in form and substance by the Seller and the Purchaser or any other public announcement using substantially the same text as such press release and (the "Press Release Issuance"b) reasonably acceptable subject to the Holder disclosing all material terms second sentence of this Section 5.1, any disclosure required by applicable Law, by the rules and regulations of any securities exchange or market on which any security of such party hereto may be listed or traded or by any Governmental Authority of competent jurisdiction, neither the Purchaser nor the Seller shall, and each party hereto shall cause its Affiliates not to, without the prior written consent of the other party hereto (which consent shall not be unreasonably withheld, delayed or conditioned), issue any press release or make any other public disclosure with respect to this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereby or thereby. The Purchaser acknowledges that it will be necessary for the Seller to file this Agreement with the SEC and to make other public disclosures regarding the terms of this Agreement in its reports filed with the SEC, and the Seller agrees that it will provide the Purchaser a reasonable opportunity to review and comment on any proposed redactions to the copy of this Agreement to be filed with the SEC, as well as on such other public disclosures made by the Seller relating to the Purchaser or this Agreement or the transactions contemplated thereby (B) file a e.g., press releases or Current Report on Form 8-K describing K), which comments the terms Seller shall consider in good faith, provided that the Seller shall not be required to provide the Purchaser the opportunity to review and comment on (i) any disclosure substantively identical to any disclosure previously reviewed and commented upon by the Purchaser, (ii) any disclosure required by applicable Law or stock exchange rule to the extent solely related to the accounting or tax treatment of the transactions contemplated by this Amendment in hereby or (iii) any disclosure to the form required by extent such disclosure is limited to the Exchange Act and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier announcement of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession Seller’s receipt of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public informationMilestone Payment.

Public Announcement. On or before 9:30 (a) XXXX and the Company shall announce this Agreement and the material terms hereof by means of a joint press release in the form attached hereto as Exhibit B (the “Press Release”) as soon as practicable but in no event later than 9:00 a.m., New York City time, on December 18the first business day after the date of this Agreement. Prior to the issuance of the Press Release, 2015, neither the Company nor XXXX shall (A) issue a any press release or public announcement regarding this Agreement or take any action that would require public disclosure thereof without the prior written consent of the other party. (b) During the "term of this Agreement, none of XXXX or any of its Affiliates or Associates shall make any public statement that is inconsistent with the Press Release Issuance"or issue any press release other than the Press Release in connection with this Agreement or the actions contemplated hereby. (c) reasonably acceptable to the Holder disclosing all material terms of the transactions contemplated hereby The Company shall promptly prepare and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated reporting entry into this Agreement and appending or incorporating by reference this Amendment in the form required by the Exchange Act Agreement and attaching the form of this Amendment as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the earlier of the Press Release Issuance or the 8-K Filing with the Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release Issuance or 8-K Filing, as applicable. In addition, effective upon the earlier of the Press Release Issuance or the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of their affiliates, on the other hand, shall terminateexhibits thereto. The Company shall not, provide XXXX with reasonable opportunity to review and comment upon such Current Report on Form 8-K prior to the filing thereof and shall cause each consider in good faith any changes proposed by XXXX. (d) XXXX shall promptly prepare and file an amendment (the “13D Amendment”) to its Schedule 13D with respect to the Company initially filed with the SEC on February 10, 2021, reporting the entry into this Agreement and amending applicable items to conform to its obligations hereunder. The 13D Amendment shall be consistent with the Press Release and the terms of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, this Agreement. XXXX shall provide the Holder Company with reasonable opportunity to review and comment upon the 13D Amendment prior to the filing thereof and shall consider in good faith any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that changes proposed by the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information.