Common use of Public Announcements; Confidentiality Clause in Contracts

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law No Party (or by the rules any of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, ) shall make any disclosure press release or other public announcements announcement regarding the existence of this Agreement, the contents hereof, or otherwise communicate with any news media the transactions contemplated hereby without the prior written consent of Seller the other Party (collectively, the “Public Announcement Restrictions”). The Public Announcement Restrictions shall not restrict disclosures to the extent (i) necessary for a Party to perform this Agreement (including disclosures to Governmental Authorities, or as reasonably necessary to provide notices, seek waivers, amendments or consents), (ii) required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Party or its respective Affiliates, (iii) made to Representatives, or (iv) that such Party has given the other Party a reasonable opportunity to review such disclosure prior to its release and Purchaser in respect no objection is raised. In the case of the disclosures described under subsections (i) and (ii) of this Agreement and Section 6.5(a), each Party shall use its reasonable efforts to consult with the other Transaction Documents Party regarding the contents of any such release or announcement prior to making such release or announcement. (b) The Parties shall treat as confidential all information and data (i) relating to the existence of this Agreement, including the Exhibits hereto, the contents hereof or thereof, or the transactions contemplated hereby and thereby thereby, or (ii) that is or was (at any point) subject to restrictions on disclosure (including, for the avoidance of doubt, any information made available to Purchaser by or on behalf of Sellers or their Representatives prior to Closing) strictly confidential, except (A) for disclosures to Representatives of the Parties (in which event, the disclosing Party will be responsible for making sure that the Representatives keep such information and data confidential), (B) as required to perform this Agreement, (C) to the extent expressly contemplated by this Agreement (including price and termsin connection with the resolution of disputes hereunder), (D) for disclosures that are required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates, (E) for disclosures to Governmental Authorities as required by Law, (F) information which the non-disclosing party knew or to which the non-disclosing party had access prior to disclosure, provided that the source of such information is not known by the non-disclosing to be bound by a confidentiality obligation to the disclosing party, or (G) as to any information or data that is or becomes available to the public other than through the act or omission of such Party or its Representatives in violation of this Section 6.5(b); provided, howeverthat, that this restriction shall not apply prior to making any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in permitted under subsection (A) above, the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of disclosing such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, obtain an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded undertaking of confidentiality from the Person receiving such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (bc) From Each Seller hereby acknowledges that it is aware that the federal and after the Closingstate securities laws prohibit any person who has material, each non-public information about a company from purchasing or selling securities of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose such a company or provide access from communicating such information to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show person under circumstances in which it is reasonably foreseeable that such information: (i) person is generally available likely to and known purchase or sell such securities. Nothing herein shall preclude disclosure of the confidential information or trading thereon after public disclosure of the confidential information is made by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationPurchaser.

Public Announcements; Confidentiality. From and after the date of this Agreement, each Seller hereby covenants with and undertakes to Purchaser that such Seller shall not issue any press release or make any public statement regarding (or otherwise disclose to any Person the existence or terms of) this Agreement or any of the other transactions or documents contemplated by this Agreement, without Purchaser’s prior written consent; provided, however, that: (a) Unless otherwise required by applicable Law or by the rules of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, any Seller may make any disclosure to the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such information; (b) any Seller may make any disclosure to the extent consistent with (and not more expansive in any material respect than) prior public announcements or otherwise communicate with any news media without disclosures by Purchaser; and (c) Purchaser and the prior written consent Sellers’ Agent shall mutually agree upon the contents of Seller and Purchaser in respect a press release the publication of which shall be the first public announcement of the execution of this Agreement and Agreement. Each Seller shall ensure that neither such Seller nor any of such Seller’s Representatives will make use of any of the Confidential Information except if such use is made for the benefit of the Acquired Companies or disclose any of the Confidential Information to any other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms)Person; provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall may disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except Confidential Information to the extent that required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or Hall can show that such information: (i) is generally available similar form of protection prior to and known the disclosure by the public through no fault Seller of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules of the Stock ExchangeSubject to Section 6.7(b), each neither Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure press release or other public announcements announcement regarding the existence of this Agreement, the contents hereof or otherwise communicate with any news media the transactions contemplated hereby without the prior written consent of Seller and Purchaser in respect of the other Party (collectively, the “Public Announcement Restrictions”). The Public Announcement Restrictions shall not restrict disclosures to the extent (i) necessary for a Party to perform this Agreement and (including disclosures to Governmental Bodies or Third Parties holding preferential rights to purchase, rights of consent or other rights that may be applicable to the transaction contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents), (ii) required (upon advice of counsel) by applicable securities or other Transaction Documents Laws or regulations or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to applicable rules of any disclosures that Purchaser stock exchange having jurisdiction over the Parties or its their respective Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicableiii) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller has given the other Party a reasonable opportunity to review such disclosure prior to its release and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationno objection is raised. The Confidentiality Agreement, to which an Affiliate In the case of Purchaser the disclosures described under subsections (i) and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”ii) of this Section 6.7(a), each Party shall terminate as use its reasonable efforts to consult with the other Party regarding the contents of Closingany such release or announcement prior to making such release or announcement. (b) From The Parties shall keep all information and after data relating to this Agreement and the Closingtransactions contemplated hereby strictly confidential except for (i) disclosures to Representatives of the Parties (in which event, each of Seller the disclosing Party will be responsible for making sure that the Representatives keep such information and Hall shalldata confidential), and (ii) any disclosures required to perform this Agreement (collectively, the “Confidentiality Restrictions”). The Confidentiality Restrictions shall cause not restrict disclosures that are required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law The Seller shall not make, or by permit any Agent or Affiliate to make, any public statements, including any press releases, with respect to this Agreement, the rules of other Transaction Documents or the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media Transactions without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction which consent shall not apply to be unreasonably withheld or delayed), except as may be required by any disclosures that Purchaser Law or its Affiliates or their agents or representatives reasonably determine are Order, in which case the Party required to be included make the release or announcement shall allow Purchaser reasonable time to comment on such release or announcement in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion advance of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingissuance. (b) From and after the Closing, each of Seller and Hall shall, and shall cause his Affiliates to, hold, and shall use reasonable best efforts to cause his or their respective AffiliatesAgents to hold, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Companies and the Business, including confidential matters consisting of “know-how,” trade secrets, customer lists, details of Contracts, pricing policies, operational and service methods, sales data, marketing plans or strategies, service development techniques or plans, business acquisition plans, new personnel acquisition plans, technical processes, designs and design projects and inventions and projects of each of the Companies (collectively, “Confidential Information”), except to the extent that Seller or Hall can show that such information: information (ia) is generally available to and known by the public through no fault of Seller or Seller, any of his Affiliates or their respective Affiliates or representativesAgents; or (iib) was is lawfully acquired by Seller and Hall or Seller, any of his Affiliates or their respective Affiliates or representatives Agents from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is their respective Agents are compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, provided that Seller shall use commercially reasonable best efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, obtain an appropriate protective Order order or other reasonable assurance that confidential treatment will be accorded such information. Without limiting the generality of the foregoing, the Parties expressly acknowledge and agree that the material terms of this Agreement (including the amount of the Purchase Price) constitute Confidential Information, and, in any event, unless otherwise publicly disclosed by Purchaser, Seller agrees not to, and agrees to use its commercially reasonable efforts to cause its Agents not to, disclose such terms to any Person, except to the extent required by Law, in which case the non-disclosing parties will be given as much advance notice as reasonably possible with respect to the nature of such required disclosure.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules of the Stock Exchange, each No Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure public announcement or issue any public announcements communication regarding this Agreement or otherwise communicate with any news media the Transactions without first obtaining the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents Party, except if such announcement or other communication is required by applicable Law (including in connection with the preparation and filing of the Proxy Statement and any offering or other documents prepared in connection with any financing by Buyer or the transactions contemplated hereby and thereby (including price and terms)Company) or the rules of any stock exchange upon which such Party’s capital stock is traded, in which case, to the extent permitted by Law, the disclosing Party shall use its commercially reasonable efforts to coordinate or communicate such announcement or communication with the other Party prior to announcement or issuance; provided, however, that no provision of this restriction Agreement shall not apply be deemed to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or restrict in any offering memorandum manner (i) any Party’s ability to communicate with its employees or similar document for any equity holders or debt (ii) the ability of Buyer and the Company to communicate with their financial and legal advisors, lenders, underwriters or financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingsources. (b) From the Closing Date and after for a period of two (2) years following the ClosingClosing Date, each of Seller and Hall shallContributor will, and shall will cause their respective Affiliates, agents, representatives, its Affiliates and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtaincause its Representatives to, (i) maintain the strict confidentiality of any and immediately notify Purchaser all Confidential Information and (ii) not disclose such Confidential Information to any Person other than any of its Affiliates or Representatives, except (x) to the extent required by Law (provided that if required by Law, Contributor agrees, to the extent legally permissible, to give Buyer prior written notice of such disclosure in writing so that Purchaser shall be able sufficient time to permit Buyer to seek a protective order should it so determine) or (y) in a claim brought by Contributor in the pursuit of its remedies under this Agreement. Contributor shall (1) notify all Persons to obtain, an appropriate protective Order whom Confidential Information is disclosed of the confidential nature of the materials disclosed and the provisions of this Agreement; and (2) ensure that all Persons to whom the terms of this Agreement or other reasonable assurance that the Confidential Information is disclosed keep such information confidential treatment will be accorded and do not disclose or divulge such informationinformation to any unauthorized Person in each case in accordance with this Agreement.

Public Announcements; Confidentiality. (a) Unless otherwise required Subject to each party's disclosure obligations imposed by applicable Law law and any stock exchange or by similar rules and the rules of the Stock Exchangeconfidentiality provisions contained in Section 5.4(b), each Party all news releases and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or other public announcements or otherwise communicate information disclosures with any news media without the prior written consent of Seller and Purchaser in respect of to this Agreement and the other Transaction Documents or and any of the transactions contemplated hereby or thereby will require the mutual approval of Buyer and thereby the Company before such release or disclosure is made. If a party is required by law or any stock exchange or similar rule to issue a news release or other public announcement, it shall advise the other party in advance thereof and use reasonable best efforts to cause a mutually agreeable release or announcement to be issued. (including price b) Buyer agrees that all information provided to Buyer or any of its representatives pursuant to this Agreement shall be kept confidential, and terms)Buyer shall not (x) disclose such information to any persons other than the directors, officers, employees, financial advisors, investors, lenders, legal advisors, accountants, consultants and affiliates of Buyer who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information or (y) use such information in a manner which would be detrimental to the Company; provided, however, that this restriction the foregoing obligation of Buyer shall not apply (i) relate to any disclosures information that Purchaser (1) is or becomes generally available other than as a result of unauthorized disclosure by Buyer or by persons to whom Buyer has made such information available, (2) is or becomes available to Buyer on a non- confidential basis from a third party that is not, to Buyer's knowledge, bound by any other confidentiality agreement with the Company, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court order or other legal or governmental process. (c) When requested by the Company, Buyer shall immediately return or destroy (and confirm in writing to the Company such fact) the confidential information, including all copies, reproductions, summaries, or extracts thereof, then in Buyer's or its Affiliates representatives' possession, excluding this Agreement and the Transaction Documents, and shall not retain any copies, extracts or their agents other reproductions in whole or representatives reasonably determine are in part of such material, other than this Agreement and the Transaction Documents. Such return shall not abrogate Buyer's continuing obligations under this Agreement. This provision shall not survive the Initial Closing. (d) In the event that Buyer is requested or required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the confidential information, Buyer shall provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. In the event such protection or other remedy is not obtained and Buyer is required to provide such confidential information or stand subject to contempt or other censure or penalty, Buyer shall give the Company written notice of the confidential information to be included disclosed as far in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any advance of its Affiliates. If such disclosure as is required by applicable Lawpracticable and, such Party or Hall (as applicable) shall promptly notify Seller upon the Company's request and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required at the Company's expense, use it reasonable efforts to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance obtain assurances that confidential treatment will be accorded to such confidential information. The Confidentiality AgreementIn the event such information is requested, or is the subject of a subpoena, pursuant to which an Affiliate of Purchaser informal or formal inquiry or investigation by the SEC, any U.S. state securities or blue sky authority, and Seller are partiesU.S. or foreign stock exchange or regulatory authority, dated February 15, 2017 (the “Confidentiality Agreement”), Buyer shall terminate as of Closingbe free to disclose such information thereto without a protective order. (be) From Buyer and after the Closing, each Company agree that money damages would not be a sufficient remedy for any breach of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known Agreement by the public through no fault of Seller other party or its representatives and that in addition to all other remedies the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller such breach, Buyer further agrees to waive and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of use its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable best efforts to obtain, and immediately notify Purchaser cause its representatives to waive an requirement for the securing or posting of any bond in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded connection with such informationremedy.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules of the Stock ExchangeSubject to Section 6.6(b), each neither Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure press release or other public announcements announcement regarding the existence of this Agreement, the contents hereof or otherwise communicate with any news media the transactions contemplated hereby without the prior written consent of Seller and Purchaser in respect of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed (collectively, the “Public Announcement Restrictions”). The Public Announcement Restrictions shall not restrict disclosures to the extent (i) necessary for a Party to perform this Agreement and (including disclosures to Governmental Bodies or Third Parties holding preferential rights to purchase, rights of consent or other rights that may be applicable to the transaction contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents), (ii) required (upon advice of counsel) by applicable securities or other Transaction Documents Laws or regulations or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to applicable rules of any disclosures that Purchaser stock exchange having jurisdiction over the Parties or its their respective Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicableiii) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller has given the other Party a reasonable opportunity to review such disclosure prior to its release and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationno objection is raised. The Confidentiality Agreement, to which an Affiliate In the case of Purchaser the disclosures described under subsections (i) and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”ii) of this Section 6.6(a), each Party shall terminate as use its reasonable efforts to consult with the other Party regarding the contents of Closingany such release or announcement prior to making such release or announcement. (b) From The Parties shall keep all information and after data relating to this Agreement and the Closingtransactions contemplated hereby strictly confidential except for (i) disclosures to Representatives of the Parties (in which event, each of Seller the disclosing Party will be responsible for making sure that the Representatives keep such information and Hall shalldata confidential), and (ii) any disclosures required to perform this Agreement (collectively, the “Confidentiality Restrictions”). The Confidentiality Restrictions shall cause not restrict disclosures that are required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Unless otherwise required The initial press release with respect to the execution of this Agreement shall either be a joint press release by the Sellers and the Purchaser, or separate, but concurrent, press releases issued by the Sellers and the Purchaser, in each case to be reasonably agreed upon by the Sellers and the Purchaser. Thereafter, unless consultation is prohibited by applicable Law or by the rules of the Stock ExchangeLaw, each no Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure press release or other public announcements announcement with respect to this Agreement, the contents hereof or otherwise communicate with any news media the transactions contemplated hereby without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents Party (which consent shall not be unreasonably withheld, conditioned or the transactions contemplated hereby and thereby (including price and termsdelayed); provided, however, that this restriction the foregoing shall not apply restrict disclosures (i) to the extent required (upon advice of counsel) by applicable securities or other Laws or the applicable rules of any disclosures that Purchaser or its Affiliates stock exchange having jurisdiction over the Parties or their agents respective Affiliates, (ii) of the terms of this Agreement by any Seller to its Representatives or representatives reasonably determine are required (iii) to be included the extent such Party has been given a reasonable opportunity to review such disclosure prior to its release and no objection is raised. (b) In connection with the transactions contemplated by this Agreement, and except as otherwise provided in Section 6.3(c) and Section 6.3(d) below, each Seller and its Representatives shall treat the Filings Business Confidential Information as strictly confidential for a period of two years after the date of this Agreement, and shall not sell, trade, publish or otherwise disclose the Business Confidential Information to anyone in any offering memorandum manner whatsoever during such two year period, including by means of photocopy, reproduction or similar document for any equity electronic media, without the Purchaser’s prior written consent. (c) Each Seller may disclose the Business Confidential Information to its Representatives to the extent necessary to exercise or debt financing of Purchaser perform its rights under this Agreement or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosedthe Transaction Documents; provided, however, that such Party or Hall each Seller shall promptly notify Seller direct any of its Representatives who received the Business Confidential Information under this Agreement to keep the Business Confidential Information strictly confidential and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate comply with all terms of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingthis Section 6.3. (bd) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by If a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates Representatives is required by Law, Governmental Order, decree, rule or representatives is compelled regulation (including without limitation, those of any court, regulatory agency, securities commission or stock exchange) to disclose any information Business Confidential Information or if any Person seeks to legally compel (by judicial interrogatories, document requests, subpoena or administrative process otherwise) a Seller or any of its Representatives to disclose any Business Confidential Information, such Seller shall, unless prohibited by other requirements of Law, Seller or Hall shall promptly notify provide the Purchaser in writing and shall disclose only that portion with written notice of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify the compelled disclosure so the Purchaser in writing so that Purchaser shall be able to may (i) seek to obtain, an appropriate a protective Order order or other reasonable assurance that confidential treatment will be accorded such information.remedy at its sole cost (including, without limitation, participation in any Proceeding), or

Public Announcements; Confidentiality. (a) Unless otherwise required Subject to each party's disclosure obligations imposed by applicable Law law and any stock exchange or by similar rules and the rules of confidentiality provisions contained in Section 5.3(b), the Stock Exchange, each Party and Hall shall not, Company and each Party Buyer will cooperate with each other in the development and Hall shall cause its Affiliates, agents, representatives, distribution of all news releases and professionals not to, make any disclosure or other public announcements or otherwise communicate information disclosures with any news media without the prior written consent of Seller and Purchaser in respect of to this Agreement and the other Transaction Documents or any of the transactions contemplated hereby or thereby. If a party is required by law or any stock exchange or similar rule to issue a news release or other public announcement, it shall advise the other party in advance thereof and thereby use reasonable best efforts to cause a mutually agreeable release or announcement to be issued. (including price b) Each Buyer agrees that all information provided to it or any of its representatives pursuant to this Agreement shall be kept confidential, and terms)such Buyer shall not (x) disclose such information to any persons other than the directors, officers, employees, financial advisors, investors, lenders, legal advisors, accountants, consultants and Affiliates of such Buyer who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information or (y) use such information in a manner which would be detrimental to the Company; provided, however, that this restriction the foregoing obligation of each Buyer shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) relate to any information that (1) is or becomes generally available to and known by the public through no fault other than as a result of Seller unauthorized disclosure by such Buyer or by persons to whom such Buyer has made such information available, (2) is or becomes available to such Buyer on a non-confidential basis from a third party that is not, to such Buyer's knowledge, bound by any of their respective Affiliates or representatives; other confidentiality agreement with the Company, or (ii) was lawfully acquired by Seller and Hall or any prohibit disclosure of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information if required by judicial law, rule, regulation, court order or administrative process other legal or governmental process, provided that in such event the party which believes it is so required to make any such disclosure shall (x) give the Company reasonable advance notice thereof to the extent practicable, (y) to the extent practicable, give the Company the opportunity, at its expense, to oppose any such required disclosure or seek confidential treatment thereof by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion the recipient of such information which Seller or Hall is advised by its counsel and (z) cooperate with the Company in writing is legally required to be disclosed; provided, however, connection therewith. Buyers acknowledge that Seller shall use commercially reasonable efforts to obtainUnited States securities laws restrict trading in securities while in possession of material non-public information, and immediately notify Purchaser they shall not, directly or indirectly, alone or with others, in writing so that Purchaser shall be able any manner acquire or attempt to seek to obtain, an appropriate protective Order acquire or other reasonable assurance that confidential treatment will be accorded dispose of any securities of the Company in violation of such informationlaws.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules of the Stock Exchange, each No Party and Hall shall notshall, and each no Party and Hall shall cause permit its Affiliates, agents, representatives, and professionals not Representatives to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller the other Party, issue any press release or make any other public announcement relating to this Agreement or the transactions contemplated hereby, except to the extent required by Applicable Law or any regulatory or supervisory body or the rules of any securities exchange to which the disclosing Party is subject. (b) Upon the Closing, the Mutual Confidentiality Agreement shall automatically terminate in its entirety. From and Purchaser after the Closing Date, except as otherwise consented to by the Party to which such Confidential Information belongs, each Party agrees that it will not, whether directly or indirectly through an Affiliate or otherwise, disclose any Confidential Information for any reason or purpose whatsoever or, with respect to Seller, use any Confidential Information of Buyer for any purposes other than in respect of connection with the transactions contemplated by this Agreement and the other Transaction Documents Agreements, except for disclosures: (a) to Affiliates of such Party and such Party’s and its Affiliates’ Representatives (and, with respect to Buyer, Fortress Investment Group LLC, its Affiliates and their respective Representatives) and as otherwise may be proper in the course of performing such Party’s obligations, or the transactions contemplated hereby and thereby (including price and terms)enforcing such Party’s rights, under this Agreement or any other Transaction Agreement; provided, however, that this restriction shall not apply each such Person is informed of the confidential nature of such Confidential Information, agrees to hold such Confidential Information confidential (provided, that any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required third party to whom Confidential Information is disclosed agrees in writing to be included in bound by the Filings provisions of this Section 5.08(b) or in any offering memorandum or similar document is bound by other customary confidentiality obligations) and that such Party remains liable for any equity or debt financing breach of Purchaser this provision by such Persons and (b) required by Applicable Law or any regulatory or supervisory body or the rules of its Affiliates. If such disclosure any securities exchange to which the disclosing Party is required by applicable Lawsubject; provided, however, that such Party shall (to the extent permitted by Applicable Law) provide the other Party with prompt notice of any such requirement to enable such other Party to seek an appropriate protective order or Hall (as applicable) shall promptly notify Seller and Purchaser in writing confidential treatment and shall disclose only that portion of such information which such Party or Hall is legally Confidential Information so required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Unless otherwise required Except for communications by applicable Law or by the rules Seller to customers of the Stock Exchange, each Party Business and Hall shall notcontemplated by Section 7.2(g), and subject to Section 7.8, Seller and Buyer will consult with each Party and Hall shall cause its Affiliates, agents, representativesother before issuing or prior to the issuance by any Affiliate of, and professionals not towill provide each other the opportunity to review and comment upon, make any disclosure press release or other public announcements statements (or otherwise communicate with any news media without relevant portions thereof) relating to the prior written consent of Seller and Purchaser in respect of transactions contemplated by this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply issue, and shall ensure that their respective Affiliates shall not issue, any such press release or make any such public statement prior to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to such consultation, except as may be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange. Each Party also agrees that it will not, directly or indirectly, except to the extent required by Law or Court Order (provided prior timely notice has been provided to the other Party to permit such Party to limit such disclosure or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order orders), make use of or other reasonable assurance that confidential treatment will be accorded such informationdivulge, or permit any of its agents, employees or Affiliates to make use of or divulge, any terms or conditions of this Agreement or the Ancillary Agreements. The Confidentiality obligations contained in this Section 16.11(a) are in addition to and independent of the obligations contained in the Non-Disclosure Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after Notwithstanding anything to the Closingcontrary in this Agreement, each of Seller and Hall shallthe Ancillary Agreements, and shall cause their respective Affiliatesthe Non-Disclosure Agreement, agentsor any other agreement relating to the transactions contemplated by such agreements, representatives, and professionals to, hold in confidence any Party to this Agreement (and not each employee, representative, or other agent of any Party to this Agreement) may disclose or provide access to any other Person) and not use, any and all confidential persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and the Ancillary Agreements, and all materials of any kind (including opinions or proprietary information, whether written or oral, concerning the Business, except other tax analyses) related to the extent such tax treatment and tax structure; provided that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or this sentence shall not permit any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled person to disclose any information by judicial or administrative process or by other requirements of Lawthe name of, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance information that would identify, any Party to such transactions or to disclose confidential commercial information regarding such transactions; provided further that this sentence shall not be effective with respect to any person until the earliest of the date of a public announcement (if any) of discussions relating to any such transaction involving such person, the date of a public announcement (if any) of any such transaction involving such person or the date of the execution of a definitive agreement to enter into any such transaction involving such person, it being understood that there are no limits at any time on the ability of any Party to consult its own independent tax advisor regarding the tax treatment will be accorded such informationor tax structure of the transaction.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by Each party agrees that the rules terms of this Agreement and any negotiations with respect to the Stock Exchangesame (collectively, each Party the “Agreement Confidential Information”) shall be maintained as confidential and Hall that such party shall not, and each Party and Hall shall cause its Affiliatesunless agreed to in writing by the other parties hereto, agentsdisclose or reveal, representativesdirectly or indirectly, any of such Agreement Confidential Information to any Person except (i)(x) to the party’s officers, directors, members, partners, managers, employees, attorneys or other professional advisors, or (y) to any actual or potential investor in, or purchaser of, such party, to any actual or potential banks or other financing sources of such party, and professionals not toto their respective attorneys or other professional advisors; but in each case only to the extent that such Persons have a reasonable need to know the same for purposes of such relationship and agree to maintain the confidentiality of the same, make or (ii) to the limited extent necessary to enforce its rights, or perform its obligations, under this Agreement. The provisions of this Section 4.5(a) shall not, however, prohibit any party from disclosing any Agreement Confidential Information to the extent that such disclosure is required by Applicable Law, so long as the party seeking to disclose the same shall first have given prompt written notice to other parties of the same and reasonably cooperates with the other parties in their efforts, if any, to prevent or limit any such disclosure. If, in the opinion of counsel for Parent, the public announcements disclosure of this Agreement is required under Applicable Law (including the Securities Exchange Act of 1934), then, to the extent that such treatment is available, Parent agrees to request confidential treatment of the schedules and exhibits hereto. Notwithstanding the foregoing, the parties shall issue a mutually agreeable public announcement within five (5) Business Days after the First Closing. (b) Sellers agree that, following the First Closing, no Seller nor any of their Affiliates shall directly or otherwise communicate with any news media indirectly, without the prior written consent of Seller and Purchaser in respect Buyer, (i) disclose or permit to be disclosed any of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply Transferred IP to any disclosures Person that Purchaser does not already have knowledge of the Transferred IP, or its Affiliates (ii) use or their agents or representatives reasonably determine are required permit to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or used any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, foregoing except to the extent that Seller or Hall can show that such information: (i) is generally available to provided herein and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationLicense-Back Agreement.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law Neither Seller nor Buyer shall make any press release or by other public announcement regarding or disclosing, or disclose to any third party (other than their respective representatives), the rules identity of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure Parties or public announcements or otherwise communicate with any news media the express terms of this Agreement without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms)Party; provided, however, that this restriction the foregoing shall not apply restrict such disclosures to the extent (i) necessary for a Party to perform this Agreement (including such disclosure to governmental agencies), or (ii) required (upon advice of counsel) by applicable securities or other laws or the applicable rules of any disclosures that Purchaser or its Affiliates stock exchange having jurisdiction over the Parties or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosedrespective affiliates; provided, howeverprovided further, that each Party shall use its reasonable efforts to consult with the other Party regarding the contents of any such Party release or Hall shall promptly notify Seller and Purchaser in writing so that Seller announcement prior to making such release or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingannouncement. (b) From Buyer acknowledges that, in connection with its review of the Assets, Buyer and after the Closing, each of Seller its representatives has become privy to confidential and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault information of Seller or its affiliates and that such confidential information shall be held confidential by Buyer. For the avoidance of doubt, the existence and contents of any environmental assessments conducted by or on behalf of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after Buyer on the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall Assets shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required be deemed to be disclosed; provided“confidential information” for the purposes of this Agreement. In connection with any access, howeverexamination or inspection of the Assets by Buyer or its representatives, that Seller shall use commercially reasonable efforts to obtain(I) BUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtainANY PARTY CONTROLLED BY OR UNDER COMMON CONTROL WITH SELLER, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationTHE TRUSTEE, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, EMPLOYEES, AND AGENTS ARISING IN ANY WAY THEREFROM OR IN ANY WAY CONNECTED THEREWITH AND (II) BUYER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER, ANY PARTY CONTROLLED BY OR UNDER COMMON CONTROL WITH SELLER, THE TRUSTEE, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, DEATH OR PHYSICAL PROPERTY DAMAGE, OR VIOLATION OF ANY RULES, REGULATIONS, OR OPERATING POLICIES, ARISING OUT OF, RESULTING FROM OR RELATING TO ANY FIELD VISIT OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY BUYER OR ITS REPRESENTATIVES WITH RESPECT TO THE ASSETS, REGARDLESS OF FAULT (EXCEPTING ANY DAMAGES TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE, ACTUAL FRAUD OR WILLFUL MISCONDUCT OF ANY INDEMNITEE).

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law From and after the Execution Date and through the Closing Date, no Party shall make (or by cause or allow any Affiliate or any Company Group Member to make) any press release or other public announcement regarding the rules existence of this Agreement, the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure contents hereof or public announcements or otherwise communicate with any news media the transactions contemplated hereby without the prior written consent of Seller the other Party, which consent will not be unreasonably withheld, conditioned or delayed (collectively, the “Public Announcement Restrictions”). The Public Announcement Restrictions shall not restrict disclosures to the extent (i) made to Governmental Authorities or Third Parties holding Preferential Rights, rights of consent or other similar rights of Governmental Authorities or Third Parties that are applicable to the transaction contemplated by this Agreement, in each case, as are reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents, (ii) required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates, (iii) made to a Party’s respective Representatives who have a need to know such information and Purchaser are subject to confidentiality restrictions that are no less stringent than those set forth in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, (iv) made by Purchaser to which an Affiliate any Debt Financing Sources, or (v) consistent with prior press releases or other public announcements made in compliance with this Section 6.3(a) or any communication plan or strategy previously agreed to by the other Party in writing. In the case of Purchaser the disclosures described under subsections (i) and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”ii) of this Section 6.3(a), each Party shall terminate as use its commercially reasonable efforts to consult with the other Party regarding the contents of Closingany such release or announcement prior to making such release or announcement. (b) From The terms of the Confidentiality Agreement are hereby incorporated by reference, and after the Confidentiality Agreement shall continue in full force and effect in accordance with its terms until the Closing, each of Seller and Hall shallat which time the Confidentiality Agreement shall terminate. In the event a provision contained in the Confidentiality Agreement conflicts with a provision contained in this Agreement, and the provision contained in this Agreement shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationcontrol.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules of the Stock Exchange, each No Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure public announcement or issue any public announcements communication regarding this Agreement or otherwise communicate with any news media the Transactions without first obtaining the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents Party, except if such announcement or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure other communication is required by applicable Law (including in the Alta Mesa SEC Documents and in connection with the preparation and filing of the Proxy Statement and any offering or other documents prepared in connection with any financing by Buyer or the Alta Mesa Parties) or the rules of any stock exchange upon which such Party’s capital stock is traded, in which case, to the extent permitted by Law, the disclosing Party shall use its commercially reasonable efforts to coordinate or communicate such announcement or communication with the other Party prior to announcement or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosedissuance; provided, however, however that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser no provision of this Agreement shall be able deemed to seek restrict in any manner (i) any Party’s ability to obtaincommunicate with its employees or equity holders or (ii) the ability of Buyer and the Alta Mesa Parties to communicate with their financial and legal advisors, an appropriate protective Order lenders, underwriters or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingfinancing sources. (b) From the Closing Date and after for a period of five (5) years following the ClosingClosing Date, Buyer, each of Seller Contributor and Hall shalleach Contributor Owner will, and shall will cause their respective Affiliates, agents, representatives, Affiliates and professionals use commercially reasonable efforts to cause their respective Representatives to, hold in confidence (and not disclose or provide access to any other Personi) and not use, maintain the strict confidentiality of any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to Confidential Information and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or not disclose such Confidential Information to any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or Person other than any of its respective Affiliates or representatives is compelled Representatives, except (x) to disclose any information the extent required by judicial or administrative process or Law (provided that if required by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion each party agrees, to the extent legally permissible, to give the others prior written notice of such information which Seller or Hall is advised by its counsel disclosure in writing is legally required sufficient time to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able permit the others to seek a protective order should it so determine) or (y) in a Claim brought by such party in the pursuit of its remedies under this Agreement. Each Party shall (1) notify all Persons to obtain, an appropriate protective Order whom Confidential Information is disclosed of the confidential nature of the materials disclosed and the provisions of this Agreement; and (2) ensure that all Persons to whom the terms of this Agreement or other reasonable assurance that the Confidential Information is disclosed keep such information confidential treatment will be accorded and do not disclose or divulge such informationinformation to any unauthorized Person in each case in accordance with this Agreement.

Public Announcements; Confidentiality. (a) Unless otherwise The parties agree to consult with each other before issuing or making (and the Company agrees to cause the other Acquired Companies to consult with Parent, Purchaser and Merger Sub), and shall mutually agree upon the content and timing of, any press release or other public statement with respect to this Agreement or the transactions contemplated hereby and, except for any press releases and public statements the making of which is or is reasonably believed to be required by applicable Applicable Law or by any listing agreement with any national securities exchange (in which case, the rules party proposing to issue such press release or make such public announcement shall to the extent reasonably permissible under such Applicable Law or listing agreement and reasonably practicable under the circumstances consult in good faith with the other party before issuing any such press release or making any such public announcement), will not issue any such press release or make any such public statement prior to such consultation and agreement. (b) The terms of the Stock ExchangeConfidentiality Agreement shall continue in full force and effect up to the Effective Time in accordance with its terms (and any information shared under Section 5.02 shall be subject to the Confidentiality Agreement) and are incorporated by reference herein. Except as required by Applicable Law or any listing agreement with any national securities exchange, each Party and Hall party hereto shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without maintain the prior written consent confidentiality of Seller and Purchaser in respect the terms of this Agreement and the other Transaction Documents or and the transactions contemplated hereby and thereby (including price and terms)thereby; provided, howeverthat, notwithstanding anything to the contrary in this Section 8.02(b) or in Section 8.02(c), the Equityholders’ Representative may communicate any Confidential Information with its Representatives and with the Equityholders, in each case on a need-to-know basis and provided that such recipients agree to comply with the confidentiality restrictions set forth herein (or confidentiality restrictions at least as restrictive) (provided that the Equityholders’ Representative shall be responsible for any such Representative’s failure to comply with such restrictions). If this restriction Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect. (c) The Equityholders’ Representative acknowledges that the success of the Acquired Companies after the Effective Time depends upon the continued preservation of the confidentiality of information regarding the business, operations and affairs of the Acquired Companies (including trade secrets, confidential information and proprietary materials, which may include the following categories of information and materials: methods, procedures, computer programs and architecture, databases, customer information, lists and identities, employee lists and identities, pricing information, research, methodologies, contractual forms, and other information, whether tangible or intangible, which is not apply to any disclosures that Purchaser publicly available generally) (collectively, the “Confidential Information”) accessed or possessed by the Equityholders’ Representative and its Affiliates or their agents or representatives reasonably determine are required to be included in and that the Filings or in any offering memorandum or similar document for any equity or debt financing preservation of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion the confidentiality of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 by the Acquired Companies (before the “Confidentiality Agreement”Effective Time), the Equityholders, the Equityholders’ Representative and their respective Affiliates is an essential premise of the transactions contemplated by this Agreement. Subject to the proviso in Section 8.02(b), the Equityholders’ Representative shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shallhold, and shall cause their respective Affiliatesits Representatives to hold, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential Person or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: use (other than (i) is generally available to and known by the public through no fault for or on behalf of Seller or any of their respective Affiliates or representatives; Parent, Purchaser, Merger Sub or (ii) was lawfully acquired for the purposes of enforcing the rights of the Equityholders’ Representative or the Equityholders under this Agreement and the agreements ancillary hereto), any Confidential Information. Notwithstanding the foregoing, any such Person may disclose Confidential Information as and to the extent required by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Applicable Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use so long as the disclosing party uses commercially reasonable efforts to obtainseek a protective order causing such information so disclosed to be kept confidential. For the avoidance of doubt, and immediately notify Purchaser in writing so that Purchaser the Confidential Information shall be able include the reports provided to seek the Equityholders’ Representative pursuant to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationSection 8.07.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules Each of the Stock ExchangeElan Companies and the Acquiror agrees that, each Party prior to the Closing, it and Hall its representatives shall notkeep the facts surrounding the negotiation of this Agreement and the transactions contemplated hereby, any disclosures made herein and each Party hereunder, confidential and Hall shall cause not disclose such information to any other Person, except for its advisors, accountants, attorneys, consultants and agents with a need to know and who agree to maintain the confidentiality of such information, through a press release or otherwise (except as necessary to carry out the terms of this Agreement or to the extent such information becomes public information or generally available to the public through no fault of such party or its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media ) without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); providedparty, however, unless such party has been advised by counsel that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are disclosure is required to be included in made under applicable Law or the Filings requirements of a national securities exchange or in any offering memorandum or another similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingregulatory body. (b) From and after the Closing, each of Seller and Hall shallEach party shall not, and shall cause require that its Affiliates and its and their respective Affiliatesdistributors do not, agentsuse or reveal or disclose to third parties any Confidential Information without first obtaining the written consent of the other party, representativesexcept as may be reasonably necessary in performing such party's obligations or exercising such party's rights under this Agreement. Notwithstanding the foregoing, each party may disclose any Confidential Information to its Advisors and Affiliates and its and their distributors on a need-to-know basis only, and professionals tosuch party shall be responsible for such Persons' compliance with the provisions of this paragraph with respect thereto. Each party shall take, hold and shall require its Advisors and Affiliates and its and their distributors to take, reasonable steps to prevent any unauthorized use or disclosure of any Confidential Information. The foregoing obligations in confidence (and this Section 8.06 shall not disclose or provide access apply to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: information which (i) is generally available to and known by the or becomes a matter of public knowledge through no fault of Seller a party or any of their respective Affiliates or representatives; or Person to whom such party provided such information, (ii) was lawfully acquired is reasonably required to be disclosed in connection with obtaining or maintaining Patent Rights or regulatory approvals for the Product or a Current Product Improvement, or (iii) is required by Seller and Hall or any of their respective Affiliates or representatives from and after Law to be disclosed, provided that the Closing from sources unrelated disclosing party uses reasonable efforts to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by give the other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion party advance written notice of such required disclosure in sufficient time to enable the other party to seek confidential treatment for such information, and provided further that the disclosing party limits the disclosure to that information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided. As used herein, however, "Confidential Information" means all Know-How and any proprietary or trade secret information or data relating to the Product or a Current Product Improvement or such other information that Seller shall use commercially reasonable efforts either party identifies to obtain, and immediately notify Purchaser the other in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationas confidential.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law Neither party hereto shall make, or by the rules permit any of the Stock Exchangeits Representatives or Affiliates to make, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements statements or otherwise communicate with any news media without media, including the prior written consent issuance of Seller and Purchaser in any press releases, with respect of to this Agreement and Agreement, the other Transaction Documents or the transactions contemplated hereby and or thereby without the prior written consent of the other party hereto (including price and terms); provided, however, that this restriction which consent shall not apply be unreasonably withheld or delayed), except (i) as may be required by applicable Law or Governmental Order, in which case the disclosing party shall allow the other party reasonable time to comment on such release or announcement in advance of such issuance or (ii) in the case of Buyer, for customary communications with shareholders of Biotelemetry regarding the transactions contemplated hereby, consistent with the past practices of Biotelemetry. (b) Prior to the Closing, Buyer shall, and shall cause its Affiliates to, hold, and shall use its commercially reasonable efforts to cause its and their respective Representatives to hold, in confidence any disclosures and all information, whether written or oral, concerning the Business, except to the extent that Purchaser or Buyer can show that such information (i) is generally available to and known by the public through no breach of this Agreement by Buyer, any of its Affiliates or their agents respective Representatives in violation of this Agreement; or representatives reasonably determine (ii) is lawfully acquired by Buyer, any of its Affiliates or their respective Representatives from and after the Closing from sources which are required not known by Buyer to be included in the Filings prohibited from disclosing such information by a legal, contractual or in any offering memorandum or similar document for any equity or debt financing of Purchaser fiduciary obligation. If Buyer or any of its Affiliates. If such disclosure is required Affiliates or their respective Representatives are compelled to disclose any information by applicable judicial or administrative process or by other requirements of Law, such Party or Hall (as applicable) Buyer shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall Buyer is advised by its counsel in writing is legally required to be disclosed; provided, however, provided that such Party or Hall Buyer shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able use commercially reasonable efforts to seek to obtain, obtain an appropriate protective Order order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (bc) From and after the Closing, each of Seller and Hall shall, and shall cause its Affiliates to, hold, and shall use its commercially reasonable efforts to cause its or their respective AffiliatesRepresentatives to hold, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: information (i) is generally available to and known by the public through no fault breach of Seller or this Agreement by Seller, any of its Affiliates or their respective Affiliates or representativesRepresentatives; or (ii) was is lawfully acquired by Seller and Hall or Seller, any of its Affiliates or their respective Affiliates or representatives Representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not known by Seller to be prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser Buyer in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, provided that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, obtain an appropriate protective Order order or other reasonable assurance that confidential treatment will be accorded such information. (d) Buyer and Seller will consult with each other concerning the means by which Seller’s employees, customers, and suppliers will be informed of the transaction contemplated hereby and Buyer shall not contact any such employee, customer or supplier, including any Material Payor, without Seller’s prior written consent. (e) Notwithstanding anything to the contrary in this Section 6.5, Seller agrees that Buyer’s Form 8-K to be filed at or near the date hereof and each party’s press releases may include the dollar value and description of the Purchase Price hereunder and historical revenue and EBITDA figures for the Business.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules of the Stock Exchange, each Party and Hall No Stockholder shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure public announcement or public announcements or otherwise communicate filing with any news media respect to the transactions provided for herein without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms)Board; provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included party hereto may make any public disclosure it believes in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure good faith is required by applicable Lawlaw or stock exchange listing requirements (in which case the disclosing party will use its reasonable best efforts to advise the other parties prior to making the disclosure). To the extent reasonably feasible, such Party any press release or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party other announcement or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser notice regarding the transactions contemplated by this Agreement shall be able made by the Board or any other party designated by the Board. Notwithstanding the foregoing, CMCA shall be permitted to seek to obtainissue press releases, an appropriate protective Order make public announcements and communicate with shareholders, analysts, investors, employees, customers and suppliers without the consent or participation of the other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingparties hereto. (b) From Each Stockholder recognizes and after acknowledges that he, she or it has and may in the Closingfuture receive certain confidential and proprietary information and trade secrets of the Company and its subsidiaries, including but not limited to confidential information of Company and its subsidiaries regarding financial information of the Company and its subsidiaries as well as identifiable, specific and discrete business opportunities being pursued by the Company or its subsidiaries (the “Confidential Information”). Except as otherwise agreed to by the Board, each Stockholder and its Affiliates (a “Bound Party”) (on behalf of Seller and Hall shallitself and, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller such Bound Party would be responsible for the acts of the following persons under principles of agency law, its directors, officers, shareholders, partners, employees, agents and members) agrees that it will not, during or Hall can show that such information: after the term of this Agreement, whether directly or indirectly through an Affiliate or otherwise, take commercial or proprietary advantage of or profit from any Confidential Information or disclose Confidential Information to any Person for any reason or purpose whatsoever, except (i) is generally available to authorized directors, officers, representatives, agents and known by employees of the public through no fault Company or its subsidiaries and as otherwise may be proper in the course of Seller performing such Bound Party’s obligations, or any of their respective Affiliates or representativesenforcing such Bound Party’s rights, under this Agreement and the agreements expressly contemplated hereby; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives as is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be discloseddisclosed by order of a court of competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule or regulation; providedprovided that, howeverto the extent permitted by law, that Seller the Bound Party required to make such disclosure shall use commercially reasonable efforts provide to obtain, and immediately notify Purchaser the Board prompt notice of such disclosure. Nothing in writing so that Purchaser this Section 12(b) shall be able to seek to obtain, an appropriate protective Order in any way limit or other reasonable assurance that confidential treatment will be accorded such informationotherwise modify any confidentiality covenants entered into by any Stockholder with the Company or any Company Subsidiary.

Public Announcements; Confidentiality. From and after the date of this Agreement, (ai) Unless each Seller hereby covenants and undertakes to Buyer that such Seller shall not (and such Seller shall ensure that its representatives do not) issue any press release or make any public statement regarding (or otherwise required by applicable Law disclose to any Person the existence or by the rules terms of) this Agreement or any of the Stock Exchangeother transactions or documents contemplated by this Agreement, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the Buyer’s prior written consent of Seller and Purchaser in respect consent. (ii) the Sellers agree that at all times after the date of this Agreement the Sellers shall (and the Sellers shall ensure that their respective representatives including the Stockholder Representative) keep strictly confidential all Confidential Information relating to the Company and the Buyer, including the Intellectual Property of the Company. (iii) Notwithstanding anything to the contrary in this Agreement, in case any Confidential Information or other Transaction Documents information concerning the Parties hereto or the transactions contemplated hereunder is information that may be considered “material non-public information” pursuant to the securities laws and regulations governing Buyer and the securities exchanges on which its shares are traded – the Sellers hereby undertake not to make any unlawful use of such information, including by way of effecting a transaction in a security of Buyer while the information or any part thereof is in the Seller’s possession. Each of the Sellers represents that it is aware, and thereby (including price will advise its respective representatives directors, officers, employees, consultants and terms); providedagents who are informed of the matters that are the subject of this Agreement, howeverof the restrictions imposed by the applicable securities laws on the purchase or sale of securities by any person who has received material, that this restriction shall not apply non-public information regarding a company with publicly traded securities, as well as the restrictions making it unlawful to communicate such information to any disclosures that Purchaser or its Affiliates or their agents or representatives other person when it is reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, foreseeable that such Party other person is likely to purchase or Hall shall promptly notify Seller and Purchaser sell securities in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded reliance upon such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (biv) From and after the ClosingNotwithstanding that which is stated elsewhere in this Agreement, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller Buyer is required under any applicable securities law, or Hall can show that such information: (i) is generally available to and known by the applicable rules of any stock exchange on which Buyer lists its securities, to deliver any notice to a stock exchange or relevant securities regulatory authority and/or issue any press release or public through no fault announcement with respect to the commercial relationship between the Parties hereto and/or this Agreement, including the filing of Seller a copy of this Agreement or any of their respective Affiliates schedules, exhibits or representatives; or (ii) was lawfully acquired annexes thereof, as may be required by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legallaw, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser it shall be able permitted to seek to obtainissue such release, an appropriate protective Order make such announcement, or other reasonable assurance that confidential treatment will be accorded file such informationfiling.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by From and after the rules of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect date of this Agreement and until the other Transaction Documents Effective Time or the transactions termination of this Agreement in accordance with Section 8, (a) except as expressly contemplated hereby and thereby (including price and terms); providedby this Agreement, however, that this restriction the Company shall not apply to (and the Company shall ensure that no Acquired Company and no Representative of any disclosures that Purchaser Acquired Company) issue any press release or its Affiliates make any public statement regarding this Agreement or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser Merger or any of its Affiliates. If such disclosure is required the other transactions contemplated by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality this Agreement, to which an Affiliate of Purchaser without Parent’s prior written consent; and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) the Company shall (and shall cause each Acquired Company to) consult with Parent prior to issuing, and shall consider in good faith the views of Parent with respect to, any other press release or making any other public statement. From and after the Closing, each (i) Parent and the Company shall be entitled to issue any public announcement, public statement or similar publicity with respect to this Agreement or transactions contemplated hereby in its discretion (provided that any such action taken by Company will be subject to the prior written approval of Seller and Hall shallParent), and (ii) the Securityholders’ Agent shall cause their respective Affiliatesnot issue any public announcement, agentspublic statement or similar publicity with respect to this Agreement or the transactions contemplated hereby without first obtaining Parent’s prior written consent. Unless consented to in advance or required by applicable Legal Requirements (in which case the party required to make such disclosure will, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that legally permissible, consult with the other parties a reasonable time prior to making such information: (i) is generally available to disclosure and known will consider in good faith any comments made by the public through no fault other parties to such disclosure), the parties shall keep this Agreement confidential in accordance with the terms of Seller the Confidentiality Agreement and may not make any disclosure of this Agreement to any person, other than in the case of Parent, to its Affiliates or, subject to customary confidentiality undertakings, their respective assignees or licensees and in the case of the Securityholders’ Agent or the Company prior to Closing, to its legal and accounting advisors, and in the case of the Securityholders’ Agent, the Advisory Group, that are subject to customary confidentiality undertakings. If Parent, the Company, the Securityholders’ Agent or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any Affiliates, based on the advice of their respective Affiliates or representatives from and after counsel, determines that this Agreement must be publicly filed with a Governmental Body, then, to the Closing from sources unrelated extent legally permissible, prior to Purchaser or Seller which are not prohibited from disclosing making such information filing, (i) in the case of such a filing by a legal, contractual or fiduciary obligation. If Seller Parent or any of its respective Affiliates, Parent or its applicable Affiliates shall provide the Company (if prior to the Closing) or representatives is compelled to disclose any information by judicial or administrative process or by other requirements the Securityholders’ Agent (if after the Closing), on behalf of Lawthe stockholders, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel with a redacted version of this Agreement that it intends to file, and will consider in writing is legally required to be disclosed; provided, however, that Seller shall good faith any comments provided by the Company or the Securityholders’ Agent (as applicable) or its counsel and use commercially reasonable efforts to obtainensure the confidential treatment by such Governmental Body of those sections specified by the Company or the Securityholders’ Agent (as applicable) or its counsel for redaction and confidentiality, or (ii) in the case of such a filing by any Acquired Company (if prior to the Closing) or the Securityholders’ Agent (if after the Closing), the Company or the Securityholders’ Agent (as applicable) shall provide Parent and its counsel, if applicable, with a redacted version of this Agreement that such entity intends to file, and immediately notify Purchaser will consider in writing so that Purchaser good faith any comments provided by Parent or its counsel, if applicable, and use commercially reasonable efforts to ensure the confidential treatment by such Governmental Body of those sections specified by Parent or its counsel, if applicable, for redaction and confidentiality. Notwithstanding the foregoing or anything in this Agreement to the contrary, following Closing, the Securityholders’ Agent shall be able permitted to: (i) after the public announcement of the Merger, publicly announce that it has been engaged to seek serve as the Securityholders’ Agent in connection herewith as long as such announcement does not disclose any of the other terms hereof; and (ii) disclose information as required by applicable Legal Requirements or to obtainemployees, an appropriate protective Order advisors, agents or other reasonable assurance that confidential treatment will be accorded consultants of the Securityholders’ Agent, including the Advisory Group, and to the Participating Securityholders, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto. Each of the parties hereto agrees that the information obtained pursuant to the negotiation and execution of this Agreement or the consummation for the transactions contemplated hereby shall be governed by the terms of the Confidentiality Agreement.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules of the Stock Exchange, each No Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure public announcement or issue any public announcements communication regarding this Agreement or otherwise communicate with any news media the Transactions without first obtaining the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents Party, except if such announcement or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure other communication is required by applicable Law (including in connection with the preparation and filing of the Proxy Statement and any offering or other documents prepared in connection with any financing by Buyer or the Company) or the rules of any stock exchange upon which such Party’s capital stock is traded, in which case, to the extent permitted by Law, the disclosing Party shall use its commercially reasonable efforts to coordinate or communicate such announcement or communication with the other Party prior to announcement or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosedissuance; provided, however, however that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser no provision of this Agreement shall be able deemed to seek restrict in any manner (i) any Party’s ability to obtaincommunicate with its employees or equity holders or (ii) the ability of Buyer and the Company to communicate with their financial and legal advisors, an appropriate protective Order lenders, underwriters or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingfinancing sources. (b) From the Closing Date and after for a period of two (2) years following the ClosingClosing Date, each of Seller and Hall shallContributor will, and shall will cause their respective Affiliates, agents, representatives, its Affiliates and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtaincause its Representatives to, (i) maintain the strict confidentiality of any and immediately notify Purchaser all Confidential Information and (ii) not disclose such Confidential Information to any Person other than any of its Affiliates or Representatives, except (x) to the extent required by Law (provided that if required by Law, Contributor agrees, to the extent legally permissible, to give Buyer prior written notice of such disclosure in writing so that Purchaser shall be able sufficient time to permit Buyer to seek a protective order should it so determine) or (y) in a Claim brought by Contributor in the pursuit of its remedies under this Agreement. Contributor shall (1) notify all Persons to obtain, an appropriate protective Order whom Confidential Information is disclosed of the confidential nature of the materials disclosed and the provisions of this Agreement; and (2) ensure that all Persons to whom the terms of this Agreement or other reasonable assurance that the Confidential Information is disclosed keep such information confidential treatment will be accorded and do not disclose or divulge such informationinformation to any unauthorized Person in each case in accordance with this Agreement.

Public Announcements; Confidentiality. From and after the date of this Agreement, (ai) Unless each Seller hereby covenants and undertakes to Buyer that such Seller shall not (and such Seller shall ensure that its representatives do not) issue any press release or make any public statement regarding (or otherwise required by applicable Law disclose to any Person the existence or by the rules terms of) this Agreement or any of the Stock Exchangeother transactions or documents contemplated by this Agreement, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the Buyer’s prior written consent of Seller and Purchaser in respect consent. (ii) the Sellers agree that at all times after the date of this Agreement the Sellers shall (and the Sellers shall ensure that their respective representatives including the Stockholder Representative) keep strictly confidential all Confidential Information relating to the Company and the Buyer, including the Intellectual Property of the Company. (iii) Notwithstanding anything to the contrary in this Agreement, in case any Confidential Information or other Transaction Documents information concerning the Parties hereto or the transactions contemplated hereunder is information that may be considered “material non-public information” pursuant to the securities laws and regulations governing Buyer and the securities exchanges on which its shares are traded – the Sellers hereby undertake not to make any unlawful use of such information, including by way of effecting a transaction in a security of Buyer while the information or any part thereof is in the Seller’s possession. Each of the Sellers represents that it is aware, and thereby (including price will advise its respective representatives directors, officers, employees, consultants and terms); providedagents who are informed of the matters that are the subject of this Agreement, howeverof the restrictions imposed by the applicable securities laws on the purchase or sale of securities by any person who has received material, that this restriction shall not apply non-public information regarding a company with publicly traded securities, as well as the restrictions making it unlawful to communicate such information to any disclosures that Purchaser or its Affiliates or their agents or representatives other person when it is reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, foreseeable that such Party other person is likely to purchase or Hall shall promptly notify Seller and Purchaser sell securities in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded reliance upon such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (biv) From and after the ClosingNotwithstanding that which is stated elsewhere in this Agreement, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller Buyer is required under any applicable securities law, or Hall can show that such information: (i) is generally available to and known by the applicable rules of any stock exchange on which Buyer lists its securities, to deliver any notice to a stock exchange or relevant securities regulatory authority and/or issue any press release or public through no fault announcement with respect to the commercial relationship between the Parties hereto and/or this Agreement, including the filing of Seller a copy of this Agreement or any schedules, exhibits or annexes thereof, as may be required by law, it shall be permitted to issue such release, make such announcement, or file such filing. Notwithstanding the foregoing, the form of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any the first Report of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller Private Issuer on Form 6-k which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; providedto be submitted by the Buyer to the Commission in connection with this Agreement is attached hereto as Schedule 5.13. Without prejudice to the foregoing, howeverwith respect to any subsequent public disclosure of the terms of this Agreement which has not been previously made public, that Seller including the filing of the form of this Agreement, Buyer shall use commercially reasonable efforts give advance notice to obtainStockholder Representative of such impending disclosure which shall be coordinated with the Stockholders Representative, and immediately notify Purchaser Buyer shall endeavor in writing so that Purchaser shall be able good faith to seek assist the Stockholder Representative to obtain, an appropriate protective Order or other reasonable assurance that secure and enable confidential treatment will be accorded such informationof confidential parts of the Agreement.

Public Announcements; Confidentiality. The Parties each hereby covenant and agree that: (a) Unless otherwise required by applicable Law or by From the rules of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect date of this Agreement and until the Closing is consummated, the Parties will consult with each other before issuing any press release or making any public statement with respect to this Agreement, any other Transaction Documents Document or the transactions contemplated hereby Affiliation, and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to except as may be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable LawApplicable Law or to obtain any Governmental Approval for the Affiliation and other Transactions, will not make any such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of public statement prior to such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingconsultation. (b) From and after the Closingdate hereof, the Parties may deliver to each of Seller other information about themselves and Hall shall, and shall cause their respective Affiliatesbusinesses which is nonpublic, agentsconfidential, representativesor proprietary in nature, and professionals including, but not limited to, hold in confidence (this Agreement and not disclose or provide access to any the other Person) and not use, any and all confidential or proprietary Transaction Documents. All such information, whether written or oralregardless of the manner in which it is delivered, concerning the Business, except is referred to the extent that Seller or Hall can show that such informationas “Proprietary Information.” Proprietary Information does not include information which: (i) is or becomes generally available to and known the public other than as a result of a disclosure by the public through no fault of Seller or any of their respective Affiliates or representativesother Party; or (ii) was lawfully acquired available to the other Party on a non-confidential basis prior to its disclosure by Seller and Hall the disclosing Party; or any of their respective Affiliates or representatives (iii) becomes available to the other Party on a non-confidential basis from a person other than by the disclosing Party. From and after the Closing from sources unrelated date hereof, unless otherwise agreed to Purchaser in writing by the disclosing Party or Seller which are as contemplated or permitted under any of the other Transaction Documents or as necessary to obtain any Governmental Approval in connection with the Affiliation and the other Transactions, the other Party shall: (i) except as required by Applicable Law, keep all Proprietary Information confidential and not prohibited from disclosing such information disclose or reveal any Proprietary Information to any Person other than those employed by a legalthe other Party, contractual or fiduciary obligation. If Seller or any Person actively and directly participating in the performance under this Agreement on behalf of its respective Affiliates the other Party (“Involved Persons”); (ii) cause each Involved Person to keep all Proprietary Information confidential and not disclose or representatives is reveal any Proprietary Information to any Person other than another Involved Person; and (iii) not use the Proprietary Information, and ensure that each Involved Person does not use the Proprietary Information, for any purpose other than in connection with the performance of this Agreement. In the event that a Party hereto becomes legally compelled to disclose any information by judicial of the Proprietary Information, if legally permitted, it shall provide the other Party with reasonable notice so that it may seek a protective order or administrative process other appropriate remedy or by waive compliance with the provisions of this Section 4.8(b). In the event that such protective order or other requirements remedy is not obtained or that the other Party waives compliance with the provisions of Lawthis section, Seller or Hall the first Party shall promptly notify Purchaser in writing and shall disclose furnish only that portion of such information which Seller or Hall the Confidential Information that it is advised by its opinion of counsel in writing is legally required and will endeavor to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable obtain assurance that confidential treatment will be accorded the Proprietary Information so furnished. The terms of this Section 4.8(b) will survive the termination of this Agreement for a period of five (5) years from the date of such informationtermination.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules The timing and content of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make all announcements regarding any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect aspect of this Agreement and the other Transaction Documents or the transactions contemplated hereby to the general public shall be mutually agreed upon in advance by the Shareholder Representative and thereby Buyer (including price and termssuch agreement not to be unreasonably withheld or delayed by either Party); providedprovided that either Buyer or the Shareholder Representative may, howeverafter consultation with the other Party, that this restriction shall not apply to make any disclosures that Purchaser such announcement which it in good faith believes, based on advice of counsel, is necessary or its Affiliates or their agents or representatives reasonably determine are required to be included advisable in connection with any requirement of Law, including the Filings or in rules and regulations promulgated by the Securities and Exchange Commission and the rules of any offering memorandum stock exchange or similar document for self-regulatory organization, it being understood and agreed that any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such disclosing Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion provide the other Party hereto with copies of any such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingannouncement. (b) From The Sellers and after the Closing, each of Seller and Hall Shareholder Representative shall, and shall cause their respective Affiliates, agents, representatives, and professionals its Affiliates to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the BusinessSMP, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of the Shareholder Representative, any Seller or any of their respective Affiliates or representativesAffiliates; or (ii) was lawfully acquired by Shareholder Representative, any Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser Buyer or Seller SMP which are not known to be prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Shareholder Representative, any Seller or any of its their respective Affiliates or representatives is compelled to disclose any such information by judicial or administrative process or by other requirements of Law, Seller or Hall they shall promptly notify Purchaser Buyer in writing and shall disclose only that portion of such information which Seller or Hall is they are advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately they will promptly notify Purchaser Buyer in writing so that Purchaser Buyer shall be able to seek to obtainobtain (at Buyer’s sole expense), an appropriate protective Order order or other reasonable assurance that confidential treatment will be accorded such information, and, upon request, they shall use commercially reasonable efforts (at Buyer’s expense) to cooperate with Buyer in connection therewith.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law No Member shall disclose or by permit the rules disclosure of any of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect terms of this Agreement and or of any other confidential, non-public or proprietary information relating to the other Transaction Documents Members, the Company, the Company's Subsidiaries, or the transactions contemplated hereby and thereby business of the Company or its Subsidiaries (including price and termscollectively, "Confidential Information"); provided, however, that this restriction shall not apply such disclosure may be made (i) to any disclosures Person who is a partner, officer, director or employee of such Member or counsel to or accountants of such Member, provided that Purchaser such Persons are notified of the Members' confidentiality obligations hereunder, (ii) subject to Section 15.2(b) hereof, pursuant to a subpoena or order issued by a court, arbitrator or governmental body, agency or official, (iii) to any lender (and its partners, officers, directors, employees, counsel and accountants) providing financing to the Member or its Affiliates Affiliates, or their agents (iv) as may be required under law or representatives reasonably determine the rules of any stock exchange upon which the securities of any Member (or its direct or indirect parent company) are required listed. (b) In the event that a Member shall receive a request to be included in disclose any Confidential Information under a subpoena or order, such Member shall (i) promptly notify the Filings Board thereof, (ii) consult with the Board on the advisability of taking steps to resist or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If narrow such request and (iii) if disclosure is required or deemed advisable by applicable Lawthe Member, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser cooperate with the Board in writing and shall disclose only that portion of such information which such Party or Hall is legally required any attempt it may make to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, obtain an appropriate protective Order order or other reasonable assurance that confidential treatment will be accorded the Confidential Information that is disclosed. In the event such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives Member is compelled to disclose any information by judicial or administrative process or by other requirements of Lawsuch Confidential Information, Seller or Hall such Member shall promptly notify Purchaser in writing and shall disclose use all reasonable efforts to cause disclosure only that portion of such information which Seller or Hall minimal amount of Confidential Information as is advised by its counsel in writing is legally required to be so disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules The timing and content of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make all announcements regarding any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect aspect of this Agreement and the other Transaction Documents or the transactions contemplated hereby to the general public shall be mutually agreed upon in advance by the Seller and thereby Buyer (such agreement not to be unreasonably withheld or delayed by either Party); provided that either Party may make any such announcement which it in good faith believes, based on advice of counsel, is necessary or advisable in connection with any requirement of Law, including the rules and regulations promulgated by the Securities and Exchange Commission and the rules of any stock exchange or similar self-regulatory organization, it being understood and agreed that the disclosing Party shall promptly provide the other Party hereto with copies of any such announcement; and provided, further, that if either Party files this Agreement or other Transaction Document as an exhibit to any filing made publicly with the Securities and Exchange Commission (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser a filing made via XXXXX) or any of its Affiliates. If such disclosure is required by applicable Lawprovincial or territorial securities regulators in Canada (including a filing made via SEDAR), such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order file this Agreement or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate Transaction Document in the forms set forth in Section 4.6 of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of ClosingDisclosure Schedule. (b) From and after For five (5) years following the Closing, each of the Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals its Affiliates to, hold in confidence (and not disclose or provide access to any other Person, other than Representatives of Seller) and not use, any and all confidential or proprietary information, whether written or oral, concerning the BusinessQBT, except to the extent that Seller or Hall can show that such information: (i) is or becomes generally available to and known the public or was otherwise lawfully acquired by the public through no fault of Seller or any of their respective its Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser Buyer or Seller which are not prohibited from disclosing such information QBT other than as a result of a disclosure by a legal, contractual or fiduciary obligation. If the Seller or any of its respective Representatives in breach of this Agreement, (ii) becomes available to the Seller on a non-confidential basis from a Person (other than QBT or its Representatives) who is not known by the Seller to be prohibited from disclosing such information, or (iii) is independently developed by the Seller or its Representatives without violating any obligations under this Agreement and without reference to the information. If the Seller or any of its Affiliates or representatives is compelled to disclose any such information by judicial or administrative process or by other requirements of Law, Seller or Hall they shall (if permitted by Law and if practical under the circumstances) promptly notify Purchaser Buyer in writing and shall disclose only that portion of such information which Seller or Hall is they are advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately they will promptly notify Purchaser Buyer in writing so that Purchaser Buyer shall be able to seek to obtainobtain (at Buyer’s sole expense), an appropriate protective Order order or other reasonable assurance that confidential treatment will be accorded such information, and, upon request, they shall use commercially reasonable efforts (at Buyer’s expense) to cooperate with Buyer in connection therewith.

Public Announcements; Confidentiality. (a) Unless otherwise Except as may be required by the Bankruptcy Court, the Bankruptcy Code, the federal securities laws or any other applicable Law law, prior to the Closing, neither of Buyer nor Seller will issue any press release or by the rules of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or other public announcements or otherwise communicate with any news media announcement relating to the transactions contemplated by this Agreement without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents party. Except as may be required by the Bankruptcy Court, the Bankruptcy Code, the federal securities laws or any other applicable law, following the Closing, (i) Seller shall not issue any public announcement regarding the transactions contemplated hereby without Buyer’s prior consent, and thereby (including price and terms); provided, however, ii) Buyer shall have the right to make a public announcement regarding the transactions contemplated hereby. Any party wishing to issue any such press release or make any such other public announcement that this restriction shall not apply references any of the other parties other than to any disclosures state that Purchaser the acquisition has occurred or its Affiliates or their agents or representatives reasonably determine are required to be included other information contained in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If Sale Order, will afford such disclosure is required by applicable Law, other party a reasonable opportunity to review and comment on such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingpress release. (b) From Buyer and after the Closing, Seller will each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and maintain strict confidentiality with respect to, all confidential of the other party’s Confidential Information (as hereinafter defined) furnished by or proprietary information, whether written or oral, concerning the Business, on behalf of such other party except to the extent required by law or governmental order, provided, that following the Closing Date, all Confidential Information relating to the Purchased Assets, the Assumed Liabilities and the Program shall be deemed to be Confidential Information of Buyer. “Confidential Information” shall mean any and all non-public, confidential or proprietary information that, with respect to Buyer, is related to the Purchased Assets or the operations of Buyer and its respective Affiliates, and with respect to Seller, is related to the operations of Seller and its Affiliates, and that the disclosing party or Hall can show its representatives have made available to the receiving party or its representatives, other than information that such information: (i) is, at the time of disclosure to the receiving party, already in the receiving party’s possession; (ii) is or becomes generally available to and known the public other than as a result of a breach of this Agreement by the public through no fault receiving party or its representatives; (iii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or their representatives, provided that such source is not bound by a confidentiality agreement or other legal or fiduciary obligation of Seller or any of their respective Affiliates or representativessecrecy to the disclosing party; or (iiiv) was lawfully acquired is independently developed by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationreceiving party.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law (in which case each of Parent, the Company and the Securityholders’ Representative shall consult with the other party prior to any such disclosure as to the form and content of such disclosure), the Company, Parent and Merger Sub agree that no public release or by announcement concerning the rules consummation of the Stock Exchange, each Party Transactions and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement and transactions contemplated by the other Transaction Documents or shall be issued by any such Party without the transactions contemplated hereby and thereby prior consent of the other Parties hereto (including price and termswhich consent shall not be unreasonably withheld); provided, however, that this restriction notwithstanding the foregoing, each current or former holder of Company Capital Stock (or other Securityholder) and its Affiliates that has one or more classes of securities listed on a national stock exchange or NASDAQ may issue such press releases or public statements after the Closing as it issues in the ordinary course of business. (b) For a period of three (3) years following the date hereof, the holders of Company Capital Stock shall not, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than its authorized officers, directors, employees and attorneys or use or otherwise exploit for its own benefit or for the benefit of anyone other than such holder of Company Capital Stock, any Confidential Information (as defined below). Such holder of Company Capital Stock shall not apply have any obligation to keep confidential (or cause their officers, directors or Affiliates to keep confidential) any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required Confidential Information if and to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such extent disclosure thereof is specifically required by applicable Law, such Party Law or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosedconnection with a Proceeding; provided, however, that in the event disclosure is required by applicable Law or a Proceeding, such Party or Hall shall promptly notify Seller and Purchaser in writing holder of Company Capital Stock shall, to the extent reasonably possible, provide Parent with prompt notice of such requirement prior to making any disclosure so that Seller or Purchaser shall be able to the Parent may seek to obtain, an appropriate protective Order order. For purposes of this Section 5.6(b), “Confidential Information” means any proprietary information with respect to the Company or any of the Subsidiaries, including methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other reasonable assurance that confidential treatment will be accorded such informationspecialized information or proprietary matters. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shallConfidential Information” does not include, and there shall cause their respective Affiliates, agents, representatives, and professionals be no obligation hereunder with respect to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent information that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault on the date of Seller or any of their respective Affiliates or representatives; this Agreement or (ii) was lawfully acquired by Seller becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder. In addition, notwithstanding the foregoing or anything else to the contrary in this Agreement, each current or former holder of Company Capital Stock (or other Securityholder) and Hall or any of their respective its Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives (i) is compelled authorized to disclose any confidential information with respect to the Company or its business to such Person’s representatives or advisors or to a Governmental Body, in each case, in connection with a Proceeding and/or (ii) if such holder is a private equity fund or similar investment firm, is authorized to disclose the following confidential financial information with respect to the Company or the Transactions to such Person’s current or prospective limited partners or similar investors, co-investors and/or lenders: (A) purchase price paid by judicial or administrative process or by parent for the Company; (B) the contemplated Merger Consideration; and (C) such other requirements information regarding such fund’s internal rate of Law, Seller or Hall shall promptly notify Purchaser return and similar investment metrics with respect to its investment in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationthe Company.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules of the Stock Exchange, each No Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure press release or other public announcements announcement regarding the existence of this Agreement, the contents hereof or otherwise communicate with any news media the transactions contemplated hereby without the prior written consent of Seller and Purchaser the other Party, except that the foregoing shall not restrict disclosures to the extent (i) necessary for a Party to perform this Agreement (including disclosures to Governmental Bodies or Third Parties holding preferential rights to purchase, rights of consent or other rights that may be applicable to the transactions contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents) or (ii) required by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates, provided, that, in respect each case, each Party shall consult with the other Party regarding the contents of any disclosure regarding the execution of this Agreement and the other Transaction Documents or Closing of the transactions contemplated hereby prior to making such disclosure, and thereby (including price and terms); provided, however, that this restriction each Party shall not apply use its reasonable efforts to consult with the other Parties regarding the contents of any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingdisclosure. (b) From Each Party shall not, and shall cause its Affiliates not to, at any time after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access use any Confidential Information, except for the disclosure or use of such Confidential Information as may be (i) required by Law (but only to the extent so required) or the rules or regulations of any trading market having jurisdiction over a Party’s securities, (ii) authorized in writing by the other PersonParty or (iii) and not usemade in connection with enforcing a Party’s rights under this Agreement. For purposes of this Agreement, any and the term “Confidential Information” means all confidential or proprietary informationinformation or knowledge belonging to, whether written used by or oral, concerning that is in the Business, except possession or control of the Parties or their respective Affiliates that has been provided to the extent other Party in connection with the transactions contemplated hereby, and in each case, each Party hereto hereby stipulates to the confidentiality and materiality of such Confidential Information. Notwithstanding anything to the contrary contained in the preceding sentence, the term “Confidential Information” shall exclude any information that Seller or Hall can show that such information: (iA) is generally available to and known by the public through no fault wrongful act of Seller or on behalf of the receiving Party; (B) becomes known to the receiving Party after Closing by disclosure from a third party who the receiving Party reasonably believes is under no obligation or duty of secrecy with respect to such information (excluding any employee, agent, representative, vendor, customer or other Person with a contractual or business relationship with the disclosing Party); (C) was, at the time of their respective Affiliates or representativesdisclosure to the receiving Party, already known by the receiving Party; or (iiD) was lawfully acquired is independently ascertained or developed by Seller and Hall or for the receiving Party without use of or reference to such information. In the event that a receiving Party is required (by oral question or request for information or documents in any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled Action) to disclose any information by judicial Confidential Information, such Party shall notify the disclosing Party promptly (which notification shall include the nature of the legal requirement and the extent of the required disclosure) of the request or administrative process requirement so that the disclosing Party may seek an appropriate protective order or by waive compliance with the provisions of this Section 6.3(b). The receiving Party must reasonably cooperate with the disclosing Party (at the disclosing Party’s sole cost and expense) to obtain a protective order or other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing confidential treatment and shall disclose only that portion portion, if any, of such information which Seller or Hall the Confidential Information as is advised required by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationLaw.

Public Announcements; Confidentiality. (a) Unless Except with respect to Section 5.2(a), unless otherwise required by applicable Law or (including regulations promulgated by the rules of the Stock ExchangeSecurities and Exchange Commission), each no Party and Hall shall notshall, and each Party and Hall shall cause its Affiliates, agents, representatives, representatives and professionals not to, and, prior to the Closing, the Seller Parties shall cause the Company's Subsidiaries not to, make any disclosure or public announcements in respect of this Agreement or the transactions contemplated hereby (including, but not limited to, price and terms) or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of ClosingParties. (b) From and after the Closing, each of Seller and Hall the Sellers shall, and shall cause their respective AffiliatesAffiliates to, agents, representativeshold, and professionals toshall use its best efforts to cause its or their respective representatives to hold, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Company, its Subsidiaries and the Business, except to the extent that such Seller or Hall can show that such information: information (ia) is generally available to and known by the public through no fault of any Seller or any of their respective Affiliates or representatives; or (iib) was is lawfully acquired by such Seller and Hall or any of their respective its Affiliates or representatives from and after the Closing from sources unrelated to Purchaser the Purchaser, the Company, its Subsidiaries or any Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If any Seller or any of its their respective Affiliates or representatives is are compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall Sellers shall promptly notify the Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is Sellers are advised by its their counsel in writing is legally required to be disclosed; provided, however, provided that each Seller shall use commercially reasonable best efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, obtain an appropriate protective Order order or other reasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Unless otherwise The parties agree to consult with one another before issuing any press release, having any communication with the press (whether or not for attribution) or making any other public statement, or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated hereby. Without limiting the foregoing, except for any press release or other public statement required by applicable Law (including securities laws and regulations of the Securities and Exchange Commission and any rules or regulations applicable to the listing or quoting of the securities of either party or any of its Affiliates on any stock or securities exchange), advance notice of which shall be provided to the other party to the extent practicable, and subject to any requirements or requests of CMS or any other Governmental Authority, (i) each party agrees that it shall not, and shall not permit any of its Affiliates to, issue any press release, have any communication with the press (whether or not for attribution) or make any other public statement, or schedule any press conference or conference call with investors or analysts, in each case with respect to this Agreement or the transactions contemplated hereby, without the prior written consent of the other party, and (ii) each party shall, and shall cause its Affiliates to, keep the terms of this Agreement confidential and not disclose such terms to any third party, without the prior written consent of the other party. (b) The parties agree that (i) from the date hereof until the Closing, each of the Confidentiality Agreement dated as of June 20, 2016 between Purchaser and Seller and the Clean Team Agreement dated as of June 24, 2016 between Purchaser and Seller (together, the “Confidentiality Agreements”) shall remain in full force and effect, and (ii) upon the Closing, each of the Confidentiality Agreements (but not, for the avoidance of doubt, Section 5.06(a)) shall terminate solely to the extent relating to the Purchased Assets; provided that, if this Agreement is terminated prior to the Closing, then each of the Confidentiality Agreements shall continue in full force and effect in accordance with its terms. (c) Notwithstanding anything to the contrary contained herein, subject to applicable Law and any requirements or requests of CMS, as applicable, (i) each party and its Affiliates shall be permitted to make such disclosures to Governmental Authorities as are reasonably necessary to obtain the Consents of Governmental Authorities contemplated by Section 6.01(b) and Section 6.01(c), subject to the parties’ compliance with their obligations under Section 5.03), (ii) Seller and its Affiliates shall be permitted to make such disclosures to Governmental Authorities as are reasonably necessary to obtain any Consents of Governmental Authorities required for the consummation of the Humana Acquisition and (iii) Seller and its Affiliates shall be permitted to make such disclosures with respect to this Agreement and the transactions contemplated hereby as Seller deems appropriate to Aetna or any of its Affiliates. (d) Following the Closing Date, neither Seller nor any of its Affiliates or Representatives will disclose or make use of any confidential or non-public information pertaining to Purchaser or its Affiliates, the Purchased Assets (including any books, records or data), the Conveyed Medicare Advantage Contracts, and the terms of this Agreement and the Transaction Documents, in each case, that was made available to or to which Seller or any of its Affiliates or Representatives had access to on or prior to the Closing Date, except (a) to the extent that such information shall have become generally available to the public other than by breach of this Agreement by Seller or any of its Affiliates or Representatives, (b) to the extent that disclosure of such information is required by applicable Law or by the rules rules, instruction or order of the Stock Exchangeany self-regulatory organization, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives Representatives is compelled requested or required by a Governmental Authority or in connection with any Action to make such disclosure (but only after Purchaser, to the extent reasonably practicable under the circumstances, has been provided with reasonable notice and opportunity to take action against any such disclosure), (c) in connection with the prosecution or defense of any claim or potential claim made or proposed to be made in connection with this Agreement or the agreements contemplated hereby or (d) in connection with the performance of any Transaction Document. (e) If Purchaser determines that it is required to publicly file or otherwise disclose the Administrative Services Agreement pursuant to the U.S. securities laws or the regulations of the Securities and Exchange Commission, (i) Purchaser and Seller shall reasonably cooperate with respect to the preparation of (including Purchaser providing Seller a reasonable opportunity to review and comment on), and Purchaser shall file, an application with the Securities and Exchange Commission for confidential treatment of pricing information and such other information in the Administrative Services Agreement as Purchaser or Seller may conclude is competitively sensitive or otherwise merits confidential treatment, (ii) Purchaser shall include Seller in any information material correspondence (written or oral) with the Securities and Exchange Commission regarding such application for confidential treatment, including in respect of any comment related thereto with respect to Purchaser’s periodic and current reports filed with the Securities and Exchange Commission, and (iii) Purchaser and Seller shall otherwise reasonably cooperate in connection with such application, including by judicial or administrative process or by using good faith efforts to agree upon the portions of the Administrative Services Agreement that will be redacted and for which Purchaser shall request confidential treatment and to coordinate with each other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion with respect to any revisions to the scope of such information which Seller redacted portions requested or Hall is advised required by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, the Securities and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationExchange Commission.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law (i) The parties agree to consult with each other (and the Company agrees to cause the Equityholders and their Related Parties and the other Acquired Companies to consult with the Company and Parent) before issuing or by making any press release, having any communication with the rules of the Stock Exchangepress (whether or not for attribution) or making any other public statement with respect to this Agreement, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby or thereby and thereby (including price ii) the Company, the Equityholders’ Representative and terms)each Equityholder shall not, and each shall cause its Related Parties not to, issue any such press release, have any such communication with the press or make any such other public statement without the prior consent of Parent; provided, however, provided that (A) the restrictions set forth in this restriction Section 9.02 shall not apply to any disclosures that Purchaser release or its Affiliates or their agents or representatives reasonably determine are public statement required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser by Applicable Law or any of its Affiliates. If applicable listing authority (in which case the parties shall use commercially reasonable efforts to (x) consult with each other prior to making any such disclosure is required to the extent permitted by applicable LawApplicable Law and reasonably practicable under the circumstances and (y) cooperate (at the Company’s or Parent’s expense, such Party or Hall (as applicable) shall promptly notify Seller in connection with such other party’s efforts to obtain a protective order) or, with respect to Parent, in connection with other ordinary course bona fide public reporting and Purchaser in writing disclosure obligations and shall disclose only that portion (B) a party may make oral or written public announcements, releases or statements without complying with the foregoing requirements if the substance of such information which such Party announcements, releases or Hall is legally required to be disclosed; provided, however, that such Party statements was previously publicly disclosed or Hall shall promptly notify Seller and Purchaser agreed upon in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (accordance with the “Confidentiality Agreement”), shall terminate as of Closingforegoing requirements. (b) From The terms of the Confidentiality Agreement shall continue in full force and after effect up to the Second Merger Effective Time in accordance with its terms (and any information shared under Section 6.02 shall be subject to the Confidentiality Agreement) and such terms are incorporated by reference herein, mutatis mutandis. Except as required by Applicable Law or any listing agreement with any national securities exchange, each party hereto shall maintain the confidentiality of the terms of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, each of the Parent Parties understands, acknowledges and agrees that (i) the Confidential Provisions constitute commercially sensitive information relating to the Acquired Companies, (ii) the success of the Acquired Companies depends on the continued preservation of the confidentiality of the Confidential Provisions, (iii) preservation of the confidentiality of the Confidential Provisions is an essential premise of the transactions contemplated by this Agreement, and (iv) the Confidential Provisions may only be disclosed as and to the extent required by Applicable Law, so long as the applicable disclosing party (x) provides prior written notice thereof to the Equityholders’ Representative and (y) uses commercially reasonable efforts to seek a protective order causing such information to be kept confidential. If this Agreement is, for any reason, terminated prior to the Closing, each the Confidentiality Agreement and this Section 9.02(b) shall continue in full force and effect. (c) The Equityholders’ Representative acknowledges, on behalf of Seller itself, its Affiliates and Hall shallthe Equityholders and their Related Parties, that the success of the Acquired Companies after the Second Merger Effective Time depends upon the continued preservation of the confidentiality of non-public information regarding the business, operations and affairs of the Acquired Companies (including trade secrets, and which may include the following categories of information and materials: methods, procedures, computer programs and architecture, databases, customer information, lists and identities, employee lists and identities, pricing information, research, methodologies, contractual forms, and other information, whether tangible or intangible, which is not publicly available generally) (collectively, the “Confidential Information”) accessed or possessed by the Equityholders’ Representative, the Equityholders and their respective Related Parties and that the preservation of the confidentiality of such information by the Acquired Companies (before the Second Merger Effective Time), the Equityholders, the Equityholders’ Representative and their respective Affiliates is an essential premise of the transactions contemplated by this Agreement. The Equityholders’ Representative, the Equityholders and their respective Related Parties shall hold, and shall cause their respective AffiliatesRepresentatives and respective Related Parties to hold, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other PersonPerson or use (other than (i) to the Advisory Group, in its capacity as such, and not use(ii) for the purposes of enforcing the rights of the Equityholders’ Representative or the Equityholders under this Agreement and the agreements ancillary hereto), any Confidential Information. Notwithstanding the foregoing, any such Person may disclose Confidential Information as and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller required by Applicable Law, so long as the disclosing party (x) provides prior written notice thereof to the party whose information will be disclosed and (y) uses commercially reasonable efforts to seek a protective order causing such information so disclosed to be kept confidential. The Equityholders’ Representative, the Equityholders and their respective Related Parties shall not make any negative or Hall can show that such information: (i) is generally available to and known by disparaging statements or communications regarding the public through no fault of Seller Acquired Companies or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or to any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legalcustomer, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order vendor or other reasonable assurance that confidential treatment will be accorded such informationbusiness relationship of any Acquired Company.

Public Announcements; Confidentiality. (a) Unless otherwise required The initial press release with respect to this Agreement and the transactions contemplated hereby shall be a release drafted by applicable Law Seller but approved with a right of final sign-off from the Buyer; provided, that, to the extent such disclosure or by statement is being made due to the rules and regulations of NASDAQ or the United States Securities and Exchange Commission (“SEC”) as determined by Seller and its counsel in their sole discretion, Seller will use its reasonable best efforts to allow Buyer reasonable time to comment on and/or review such statement but Bxxxx’s final sign-off and consent shall not be required. Thereafter, each of the Stock ExchangeBuyer and Seller agrees that no other press release, each Party and Hall shall notstatement, and each Party and Hall shall cause its Affiliatesannouncement, agents, representatives, and professionals not to, make any or other disclosure or public announcements or otherwise communicate with any news media concerning the transactions contemplated by this Agreement may be made without the prior written consent of Seller and Purchaser the other party (which consent is not to be unreasonably withheld, conditioned, or delayed), except as may be required by: (i) applicable law; (ii) the rules or regulations of any applicable United States securities exchange (including, but not limited to, NASDAQ), or (iii) any Governmental Entity to which the relevant party is subject or submits, provided, in respect each such case, the party making the release, statement, announcement, or other disclosure shall use its reasonable best efforts to allow the other party reasonable time to comment on such release or announcement in advance of such issuance. (b) Each party agrees that the terms of this Agreement (collectively, the “Agreement Confidential Information”) shall be maintained as confidential and that such party shall not, unless agreed to in writing by the other Transaction Documents parties hereto, disclose or reveal, directly or indirectly, any of such Agreement Confidential Information to any Person except (i)(x) to the transactions contemplated hereby party’s officers, directors, managers, employees, attorneys or other professional advisors, or (y) to any actual or potential investor in, or purchaser of, such party, to any actual or potential banks or other financing sources of such party, and thereby to their respective attorneys or other professional advisors, or (including price and terms); providedii) to the limited extent necessary to enforce its rights, or perform its obligations, under this Agreement. The provisions of this Section 5.3 shall not, however, prohibit any party from disclosing any Agreement Confidential Information to the extent that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Applicable Law, so long as the party seeking to disclose the same shall first have given prompt written notice to the other party of the same and reasonably cooperates with the other party in such Party party’s efforts, if any, to prevent or Hall (as applicable) limit any such disclosure. In addition, neither party shall promptly notify Seller and Purchaser in writing and shall disclose only that portion issue a press release or make any other public announcement concerning the transactions contemplated by this Agreement without the prior written consent of such information which such Party or Hall is legally required the other party, not to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Businessunreasonably withheld, except to the extent required by law. (c) Notwithstanding anything contained in Section 5.3(a) or (b) above, Buyer acknowledges that Seller is a publicly traded corporation and is required to file quarterly and annual reports, among other SEC or Hall can show that such information: (i) is generally available Nasdaq filings Seller may make, any or all of which may reference the Transaction to the extent necessary to comply with Seller’s reporting and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired disclosure obligations, as determined by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally their sole discretion. Seller shall not be required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser seek Buyer’s approval or consent for each such disclosure unless the content of such disclosure is materially different than any disclosure made previously in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationaccordance with this Section 5.3.

Public Announcements; Confidentiality. (a) Unless Except as provided for in this Agreement, the Buyer and the Seller shall, and shall cause their respective Affiliates to, consult with each other before issuing any press release or otherwise making any public statements about this Agreement or the Stock Purchase. Neither the Buyer nor the Seller shall (or shall permit their respective Affiliates to) issue any such press release or make any such public statement prior to such consultation and the receipt of the prior consent of the other Party, except to the extent required by applicable Law or by the rules of Applicable Exchange requirements, in which case that Party shall use its reasonable best efforts to consult with the Stock Exchangeother Party before issuing or permitting any such release or making any such public statement. Notwithstanding the foregoing, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media (x) without the prior written consent of the Buyer, the Seller and Purchaser any of its Subsidiaries may (i) communicate with customers, vendors, suppliers, financial analysts, investors and media representatives in respect a manner consistent with its past practice and (ii) disseminate the information included in a press release or other document previously approved for external distribution by the Buyer and (y) without the prior consent of the Seller, the Buyer and its Affiliates may disclose, or may permit disclosure of, this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms)Stock Purchase to their current or future potential general or limited partners, members, stockholders or equity-holders in the ordinary course of business consistent with past practice; provided, howeverthat such recipients are subject to confidentiality obligations with respect to such information. (b) Except as otherwise provided in this Agreement, that this restriction the Buyer and the Seller shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Lawcomply with, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion cause their respective Representatives to comply with, all of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The their respective obligations under the Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are partiesdated March 22, dated February 15, 2017 2013 (the “Confidentiality Agreement”), between Xxxxxxx Xxxxx & Partners, L.P. and the Seller with respect to the information disclosed under this Section 7.4. The Buyer hereby acknowledges and agrees that it is bound by the Confidentiality Agreement in the same manner as Xxxxxxx Xxxxx & Partners, L.P. and as though it were an original party thereto. Effective as of the Closing, the Confidentiality Agreement shall terminate as and none of Closingthe Buyer or the parties thereto shall have any liability with respect to the Confidentiality Agreement (except for Section 9.1 of the Confidentiality Agreement, which shall survive in accordance with its terms). (bc) From and after the Closing, except as otherwise permitted by this Agreement or with the prior written consent of the other Party, each of the Seller and Hall the Buyer shall, and shall cause their respective AffiliatesSubsidiaries and Affiliates (including, agentswith respect to the Buyer, representativesthe Acquired Companies) to, and professionals shall use their reasonable best efforts to cause their respective Representatives to, hold in confidence (and not disclose or provide access to any other Person) and not useconfidence, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is unless compelled to disclose any information by judicial or administrative process or by other requirements of LawLaw or the rules of any stock exchange on which such Person’s securities are listed or sought to be listed, all confidential documents and information concerning the other Party and its Affiliates (including any information provided to a requesting Party pursuant to this Article VII or Article IX, except (i) to the extent that such information can be shown to have been in the public domain through no fault of such Party or its Subsidiaries or Affiliates, (ii) to the extent that such information can be shown to have been later lawfully acquired by such Party (in the case of the Buyer and its Subsidiaries and Affiliates, from sources other than those (A) related to their prior affiliation with the Seller or Hall shall promptly notify Purchaser its Subsidiaries and (B) the Stock Purchase, the transactions contemplated by the Ancillary Agreements and the Seller Debt Financing and the due diligence investigation undertaken in writing and shall disclose only connection therewith), (iii) that portion of such Party may disclose, or may permit disclosure of, such information which to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information for auditing and other non-commercial purposes and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible and (iv) that such Party may disclose, or may permit disclosure of, such information as required in connection with any legal or other proceeding by such Party against the Seller (in the case of the Buyer and the Acquired Companies) or Hall is advised by its counsel the Buyer and the Acquired Companies (in writing is legally required the case of the Seller)). The obligation of each of the Seller, the Buyer and their respective Subsidiaries and Affiliates to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser hold any such information in writing so that Purchaser confidence shall be able satisfied if they exercise the same care with respect to seek such information as they would take to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such preserve the confidentiality of their own similar information.

Public Announcements; Confidentiality. (a) Unless otherwise required Subject to each party's disclosure obligations imposed by applicable Law law and any stock exchange or by similar rules and the rules confidentiality provisions contained in Section 5.3(b), the Company and Buyer will cooperate with each other in the development and distribution of the Stock Exchange, each Party all news releases and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or other public announcements or otherwise communicate information disclosures with any news media without the prior written consent of Seller and Purchaser in respect of to this Agreement and the other Transaction Documents or any of the transactions contemplated hereby hereby. If a party is required by law or any stock exchange or similar rule to issue a news release or other public announcement with respect to this Agreement and thereby any of the transactions contemplated hereby, it shall advise the other party in advance thereof and use reasonable best efforts to cause a mutually agreeable release or announcement to be issued. (including price b) Buyer agrees that all information provided to it or any of its representatives pursuant to this Agreement shall be kept confidential, and terms)Buyer shall not (x) disclose such information to any persons other than the directors, officers, employees, financial advisors, investors, lenders, legal advisors, accountants, consultants and Affiliates of Buyer who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information or (y) use such information in a manner which would be detrimental to the Company; provided, however, that this restriction the foregoing obligation of Buyer shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) relate to any information that (1) is or becomes generally available to and known by the public through no fault other than as a result of Seller unauthorized disclosure by Buyer or by persons to whom Buyer has made such information available, (2) is or becomes available to Buyer on a non-confidential basis from a third party that is not, to Buyer's knowledge, bound by any of their respective Affiliates or representatives; other confidentiality agreement with the Company, or (ii) was lawfully acquired by Seller and Hall or any prohibit disclosure of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information if required by judicial law, rule, regulation, court order or administrative process other legal or governmental process, provided that in such event the party which believes it is so required to make any such disclosure shall (x) give the Company reasonable advance notice thereof to the extent practicable, (y) to the extent practicable, give the Company the opportunity, at its expense, to oppose any such required disclosure or seek confidential treatment thereof by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion the recipient of such information which Seller or Hall is advised by its counsel and (z) cooperate with the Company in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information.connection therewith. Buyers

Public Announcements; Confidentiality. From and after the date of this Agreement, (ai) Unless each Seller and the Company hereby covenants and undertakes to Buyer, as to itself, that such Seller and the Company shall not (and such Seller shall ensure that its representatives do not) issue any press release or make any public statement regarding (or otherwise required by applicable Law disclose to any Person the existence or by the rules terms of) this Agreement or any of the Stock Exchangeother transactions or documents contemplated by this Agreement, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the Buyer’s prior written consent consent. (ii) each of Seller the Sellers and Purchaser in respect the Company agrees, as to itself, that at all times after the date of this Agreement the Sellers shall (and the Sellers shall ensure that their respective representatives including the Stockholder Representative) keep strictly confidential all Confidential Information relating to the Company and the Buyer, including the Intellectual Property of the Company. (iii) Notwithstanding anything to the contrary in this Agreement, in case any Confidential Information or other Transaction Documents information concerning the Parties hereto or the transactions contemplated hereunder is information that may be considered “material non-public information” pursuant to the securities laws and regulations governing Buyer and the securities exchanges on which its shares are traded – each of the Sellers and the Company hereby undertakes, as to itself, not to make any unlawful use of such information, including by way of effecting a transaction in a security of Buyer while the information or any part thereof is in the Seller’s or the Company’s possession. Each of the Sellers and thereby (including price and terms); providedthe Company represents, howeveras to itself, that it is aware, and will advise its respective representatives directors, officers, employees, consultants and agents who are informed of the matters that are the subject of this restriction shall not apply Agreement, of the restrictions imposed by the applicable securities laws on the purchase or sale of securities by any person who has received material, non-public information regarding a company with publicly traded securities, as well as the restrictions making it unlawful to communicate such information to any disclosures that Purchaser or its Affiliates or their agents or representatives other person when it is reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, foreseeable that such Party other person is likely to purchase or Hall shall promptly notify Seller and Purchaser sell securities in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded reliance upon such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (biv) From and after the ClosingNotwithstanding that which is stated elsewhere in this Agreement, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller Buyer is required under any applicable securities law, or Hall can show that such information: (i) is generally available to and known by the applicable rules of any stock exchange on which Buyer lists its securities, to deliver any notice to a stock exchange or relevant securities regulatory authority and/or issue any press release or public through no fault announcement with respect to the commercial relationship between the Parties hereto and/or this Agreement, including the filing of Seller a copy of this Agreement or any schedules, exhibits or annexes thereof, as may be required by law, it shall be permitted to issue such release, make such announcement, or file such filing, provided Xxxxx has afforded the Stockholder Representative a reasonable time to review such release and has considered, in good faith, the Stockholder Representative’s comments on such release. Notwithstanding the foregoing, the form of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any the first Report of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller Private Issuer on Form 6-k which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; providedsubmitted by the Buyer to the Commission in connection with this Agreement is attached hereto as Schedule 5.15. Without prejudice to the foregoing, howeverwith respect to any subsequent public disclosure of the terms of this Agreement which has not been previously made public, that Seller including the filing of the form of this Agreement, Buyer shall use commercially reasonable efforts give advance notice to obtainStockholder Representative of such impending disclosure which shall be coordinated with the Stockholders Representative, and immediately notify Purchaser Buyer shall endeavor in writing so that Purchaser shall be able good faith to seek assist the Stockholder Representative to obtain, an appropriate protective Order or other reasonable assurance that secure and enable confidential treatment will be accorded such informationof confidential parts of the Agreement.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules of the Stock Exchange, each Party and Hall Neither Buyer nor Sellers shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure press release or other public announcements or otherwise communicate with any news media without announcement regarding the prior written consent of Seller and Purchaser in respect existence of this Agreement and Agreement, the other Transaction Documents contents hereof or the transactions contemplated hereby and thereby (including price and terms)without the prior written consent, not to be unreasonably withheld, of the other Party; provided, however, that this restriction the foregoing shall not apply restrict disclosures to the extent (i) necessary for a Party to perform this Agreement (including disclosures to Governmental Authorities or Third Parties holding preferential rights to purchase, rights of consent or other rights that may be applicable to the transaction contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents), (ii) required by applicable securities or other Laws or regulations or the applicable rules of any disclosures that Purchaser stock exchange having jurisdiction over the Party or its Affiliates or their agents or representatives reasonably determine are Affiliates, including disclosures required to be included made in the Filings financial statements of Resources or in any offering memorandum documents, (iii) to Buyer’s, Sellers’, and/or Resources’ investors, underwriters or similar document for any equity other financing sources or debt prospective financing sources in connection with the Financing, provided such disclosures are made to Persons subject to an obligation of Purchaser confidentiality with respect to such information, or any of its Affiliates. If such disclosure is required by applicable Law(iv) subject to Section 6.3(b), such Party has given the other Party a reasonable opportunity to review such disclosure prior to its release; and provided, further, that, in the case of clauses (i) and (ii), each Party shall use its reasonable efforts to consult with the other Party regarding the contents of any such release or Hall announcement prior to making such release or announcement. (as applicableb) Notwithstanding anything in Section 6.3(a) to the contrary, Buyers and/or Sellers shall promptly notify Seller keep all information and Purchaser data relating to this Agreement and the transactions contemplated hereby, and if Closing occurs, Sellers shall keep all information and data relating to the Assets conveyed hereunder, in writing each case, strictly confidential except for disclosures to Representatives of Sellers and/or Representatives of Buyers and shall disclose only that portion of such information which such Party or Hall is legally any disclosures required to be disclosedperform this Agreement; provided, however, that such Party or Hall the foregoing shall promptly notify Seller and Purchaser in writing so not restrict disclosures that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order are required by applicable securities or other reasonable assurance Laws or regulations or the applicable rules of any stock exchange having jurisdiction over Sellers and/or Buyers or their respective Affiliates; and provided, further, that confidential treatment will be accorded prior to making any such information. The disclosures to their Representatives, Sellers and/or Buyers shall obtain an undertaking of confidentiality from each such party. (c) If the Closing should occur, all confidentiality restrictions on Buyer under the Confidentiality Agreement, Agreement with respect to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), Assets shall terminate as of Closing. the Closing Date or the later assignment of such Assets under Section 10.6(c), if applicable (b) From and after the Closingexcept as to any information with respect to Sellers, each any of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose the Excluded Assets or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent Sellers’ assets that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationconveyed hereunder).

Public Announcements; Confidentiality. (a) Unless otherwise The Parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement or any of the Ancillary Agreements shall be in the form of the Transaction Announcement. No Party shall issue or cause the publication of any press release or other public announcement relating to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby (whether before or after Completion) without the prior written consent of the Steering Committee (which consent shall not be unreasonably withheld, conditioned or delayed), except as any Party believes in good faith and based on reasonable advice of counsel is required by applicable Law or by the applicable rules of any stock exchange or quotation system on which such Party or its Affiliates lists or trades securities (in which case the Stock Exchange, each disclosing Party will use its reasonable best efforts to (i) advise the non-disclosing Party before making such disclosure and Hall (ii) provide the non-disclosing Party a reasonable opportunity to review and comment on such release or announcement and consider in good faith any comments with respect thereto). (b) No Party shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make publicly available this Agreement or any disclosure of the Ancillary Agreements (or public announcements any portion of this Agreement or otherwise communicate with any news media of the Ancillary Agreements) (whether before or after Completion) without the prior written consent of Seller the Steering Committee, except as any Party believes in good faith and Purchaser based on reasonable advice of counsel is required by applicable Law or by applicable rules of any stock exchange or quotation system on which such Party or its Affiliates lists or trades securities (in which case the disclosing Party will use its reasonable best efforts to advise the Steering Committee before making such disclosure and, upon the request of the Steering Committee, the Parties will work together in good faith to agree and pursue appropriate confidential treatment requests with respect to this Agreement or any of the Ancillary Agreements). This Clause 8.3(b) shall not apply to disclosures by a Party to its Representatives, Affiliates, lenders or other financing arrangers, agents or sources (including the Financing Sources) and lenders or other financing arrangers, agents or sources (including the Financing Sources) of Affiliates, it being understood that such Representatives, Affiliates, lenders, other financing arrangers, agents or sources and lenders, other financing arrangers, agents or sources of Affiliates will be informed of the confidential nature of this Agreement Agreement, the Ancillary Agreements and the other Transaction Documents or the transactions contemplated hereby and thereby and will be directed to treat such information as confidential in accordance with the terms of this Agreement. (c) Each of the Parties shall hold, and shall cause its Representatives and Affiliates to hold, in confidence any and all information, whether written or oral, of, related to, arising from or concerning the negotiation and enquiries leading up to this Agreement and the Ancillary Agreements together with all transactions contemplated therein, except to the extent that such information is (x) in the public domain through no fault of such Person, (y) lawfully acquired by such Person after Completion from sources that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation or (z) intended to be disclosed pursuant to or in accordance with any provision in this Agreement or the applicable Ancillary Agreement. The Parties acknowledge and agree that nothing in this Agreement will be construed to prohibit (i) disclosures pursuant to applicable Law, (ii) disclosures in connection with any subpoena, Order or Proceeding by a Relevant Authority, (iii) disclosures required in connection with any Proceeding between the Parties, including price and terms)to the extent reasonably necessary to enforce the Parties’ respective rights hereunder, (iv) disclosures in connection with Tax Returns or (v) disclosures required by applicable rules of any stock exchange or quotation system on which a Party or its Affiliates lists or trades securities; provided, howeverthat, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of such case, the disclosing Party will use its Affiliates. If reasonable best efforts to advise Total Produce and the C&C Parties before making such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall that the Person is advised by counsel in writing is legally required to be disclosed; provided, howeverfurther, that such Party or Hall Person shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able exercise commercially reasonable efforts to seek to obtain, obtain an appropriate protective Order order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality obligations in this clause shall survive the termination of this Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (bd) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to To the extent required by applicable Law or by applicable rules of any stock exchange or quotation system on which such Party or its Affiliates lists or trades securities, the Parties agree that Seller or Hall can show that such information: (i) is generally available to the terms of the Share Exchange and known by the public through no fault of Seller or any of their respective Affiliates or representativesMerger shall be set out in the Transaction Announcement and the Scheme Document; or and (ii) was lawfully acquired by Seller this Agreement and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser Ancillary Agreements shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationavailable for inspection by the Total Produce Shareholders for the period required as part of the Scheme.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law 7.2.1 The Company and Parent and Merger Sub will consult with each other before issuing any press release or by the rules of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make making any disclosure or public announcements or otherwise communicate statement with any news media without the prior written consent of Seller and Purchaser in respect of to this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall will not apply issue any such press release or make any such public statement prior to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is consultation unless required by applicable Law, law and a party has not responded to reasonable efforts to effect such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingconsultation. (b) 7.2.2 From and after the Closingdate hereof, each of Seller the Company, on the one hand, and Hall Parent and Merger Sub, on the other hand, shall, and shall use its best efforts to cause its Affiliates and its and their respective Affiliatesofficers, agentsdirectors, representatives, advisors and professionals to, agents to keep secret and hold in strictest confidence (and not disclose or provide access to any other Person) and not use, any and all confidential documents and information relating to Parent or proprietary informationMerger Sub and the Company or Sun, respectively, or such Person's Affiliates, furnished to such first party (whether written before or oralafter the date hereof) in connection with the transactions contemplated hereunder, concerning other than the Business, except to the extent that Seller or Hall can show that such informationfollowing: (ia) is information that has become generally available to and known by the public through no fault other than as a result of Seller or any of their respective a disclosure by such party, its Affiliates or representatives; its officers, directors, advisors and agents, (b) information that becomes available to such party or (ii) was lawfully acquired by Seller officers, directors, advisors or agents of such party on a nonconfidential basis from a third party having no obligation of confidentiality to a party to this Agreement and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are has not prohibited from disclosing itself received such information by a legaldirectly or indirectly in breach of any such obligation of confidentiality, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives (c) information that is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be discloseddisclosed by applicable law, judicial order or pursuant to any listing agreement with, or the rules or regulations of, any securities exchange on which securities of such party of any such Affiliate are listed or traded; provided, howeverthat the party making such disclosure or whose -------- Affiliates or officers, that Seller directors, advisors or agents are making such disclosure shall notify the other parties hereto as promptly as practicable (and, if possible, prior to making such disclosure) and shall use commercially its reasonable efforts to obtain, limit the scope of such disclosure and immediately notify Purchaser in writing so that Purchaser seek confidential treatment of the information to be disclosed and (iv) disclosures made by any party as shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationreasonably necessary in connection with obtaining any consents required hereunder.

Public Announcements; Confidentiality. (a) Unless Except as otherwise required by applicable Law law or by if required in order to comply with any listing agreement with, or the rules or regulations of, any securities exchange on which securities of the Stock ExchangeSellers, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller Purchasers or any of their respective Affiliates are listed or representatives; or (ii) was lawfully acquired by Seller traded, the Purchasers and Hall the Sellers will consult with the other and obtain the written consent of the other before issuing any press releases or any public statements with respect to this Agreement and the Contemplated Transactions. The Purchasers do not anticipate that they will be required to make a copy of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller this Agreement (or any schedule or exhibit hereto) publicly available or to otherwise publicly disclose the terms of its respective Affiliates this Agreement by any law, listing agreement, rule or representatives regulation. Atari may be required to file a copy of this Agreement with the U.S. Securities and Exchange Commission (and in such event, Atari shall give prior written notice to the Purchasers before filing such copy of this Agreement). In the event that the Purchasers determine at any time that any such disclosure is compelled required by any law, listing agreement, rule or regulation, the Purchasers will work with the Sellers in good faith to disclose any commercially-sensitive information concerning the terms of this Agreement in a manner reasonably acceptable to the Sellers that complies with such law, listing agreement, rule or regulation. Any information provided to the Purchasers or its representatives pursuant to this Agreement shall be held by judicial or administrative process or by other requirements of Lawsuch Person in accordance with, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required be subject to be disclosed; providedthe terms of, howeverthe Confidentiality Agreements, that Seller shall use commercially reasonable efforts to obtainif any, and immediately notify Purchaser each of the Sellers and the Purchasers shall comply with the Confidentiality Agreements as if it were a party thereto. Notwithstanding the foregoing, each of the Parties hereto will have the right to disclose the terms of this Agreement to their respective statutory auditors in writing so that Purchaser shall be able order to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationcomply with any accounting regulations.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law At all times at or by before the rules of the Stock ExchangeClosing, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in shall not issue or make any reports, statements or releases to the public or generally to the employees, customers, suppliers or other Persons to whom the Company and the Subsidiaries sell goods or provide services or with whom the Company and the Subsidiaries otherwise have significant business relationships with respect of to this Agreement and the other Transaction Documents or the transactions contemplated hereby without the prior approval of Purchaser and thereby (including price and terms); providedSeller, however, that this restriction which approval shall not apply be unreasonably withheld. If either party is unable to any disclosures that Purchaser obtain the approval of its public report, statement or its Affiliates release from the other party and such report, statement or their agents or representatives reasonably determine are required to be included release is, in the Filings or in any offering memorandum or similar document for any equity or debt financing opinion of Purchaser or any of its Affiliates. If legal counsel to such disclosure is party, required by applicable LawLaw in order to discharge such party’s disclosure obligations, then such Party party may make or Hall (as applicable) shall issue the legally required report, statement or release and promptly notify furnish the other party with a copy thereof. Seller and Purchaser in writing and shall disclose only that portion will also obtain the other party’s prior approval of such information which such Party or Hall is legally required any press release to be disclosed; provided, however, that such Party issued on or Hall shall promptly notify after the date hereof and immediately following the Closing announcing the consummation of the Transaction. The disclosure of confidential or proprietary information delivered to Purchaser by Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtaingoverned by the terms and conditions of the Confidential Disclosure Agreement dated September 8, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of 2003 between Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From After the Closing, Seller shall keep confidential, and shall use reasonable efforts to cause its officers, directors, employees and advisors, to keep confidential, all information relating to the Company, its Subsidiaries and their businesses, as conducted before, on or after the Closing, each except as required by applicable Law, and except for information which is available to the public on the Closing Date, or thereafter becomes available to the public other than as a result of a breach of this Section 8.2. In the event disclosure is required under applicable Law, Seller and Hall shall, and shall cause their respective Affiliatesits applicable Affiliates to, agents, representativesprovide Purchaser with prompt prior written notice of such requirement so that Purchaser may seek a protective order or other appropriate remedy, and professionals tootherwise cooperate in all reasonable respects in obtaining the same. (c) Notwithstanding the foregoing or anything herein to the contrary, hold in confidence any party to this Agreement (and not any Representative of any party to this Agreement) may disclose or provide access to any other Person) and not use, any and all confidential Persons, without limitation of any kind, the U.S. federal income Tax treatment and Tax structure of the Transaction and all materials of any kind (including opinions or proprietary information, whether written or oral, concerning the Business, except other Tax analyses) that are provided to the extent that Seller or Hall can show that it relating to such information: (i) is generally available to Tax treatment and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosedTax structure; provided, however, that Seller neither party (nor any Representative thereof) shall use commercially reasonable efforts disclose any information (i) that is not relevant to obtainan understanding of the U.S. federal income Tax treatment or Tax structure of the Transaction, and immediately notify Purchaser in writing so that Purchaser shall be able including the identity of any party to seek to obtain, an appropriate protective Order this Agreement (or its Representatives) or other reasonable assurance information that confidential treatment will be accorded could lead any Person to determine such informationidentity, (ii) to the extent such disclosure could result in a violation of any federal or state securities laws or (iii) until the earlier of (1) the date of the public announcement of discussions relating to the Transaction, (2) the date of the public announcement of the Transaction and (3) the date of the execution of an agreement to enter into the Transaction.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules Each of the Stock ExchangeElan Companies and the Acquiror Parent and the Acquirors agrees that, each Party from and Hall after the date hereof until the Closing, it and its representatives shall notkeep the facts surrounding the negotiation of this Agreement, the Related Agreements, the Wyeth/Elan Agreements and each Party the Wyeth/King Agreements and Hall the transactions contemplated hereby or thereby, any disclosures made herein and hereunder or therein or thereunder, confidential and shall cause not disclose such information to any other Person, except for its advisors, accountants, attorneys, consultants and agents with a need-to-know and who agree to maintain the confidentiality of such information, through a press release or otherwise (except as necessary to carry out the terms of this Agreement, the Related Agreements, the Wyeth/Elan Agreements or the Wyeth/King Agreements or to the extent such information becomes public information or generally available to the public through no fault of such party or its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media ) without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); providedparty, however, unless such party has been advised by counsel that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are disclosure is required to be included in made under applicable Law or the Filings requirements of a national securities exchange or in another similar regulatory body. Prior to the release of any offering memorandum press release or similar document for any equity or debt financing other public announcement permitted by the preceding sentence, the parties hereto shall agree upon the timing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller release and Purchaser in writing and shall disclose only that portion the content of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order press release or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingpublic announcement. (b) From and after the Closing, each of Seller and Hall shallEach party shall not, and shall cause require that its Affiliates and its and their respective Affiliatesadvisors and distributors do not, agentsuse or reveal or disclose to third parties any Confidential Information without first obtaining the written consent of the other party, representativesexcept as may be reasonably necessary in performing such party's obligations or exercising such party's rights under this Agreement. Notwithstanding the foregoing, each party may disclose any Confidential Information to its Affiliates and its and their advisors and distributors on a need-to-know basis only, and professionals tosuch party shall be responsible for such Persons' compliance with the provisions of this paragraph with respect thereto. Each party shall take, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion require its Affiliates and its and their advisors and distributors to take, reasonable steps to prevent any unauthorized use or disclosure of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information.any Confidential Information. The foregoing obligations in

Public Announcements; Confidentiality. (a) Unless otherwise required by Subject to its legal obligations under applicable Law or by and prior to the rules of the Stock ExchangeClosing, each Party shall consult with the other Parties with respect to the timing and Hall content of all announcements regarding this Agreement or the transactions contemplated hereby to the financial community, Governmental Entities, employees, customers, the general public or any other Person and shall notuse reasonable efforts to agree upon the text of any such announcement prior to its release. Schedule 7.2 contains the press release that will be issued by the Parties within the 14 day period following the Closing Date (the “Closing Date Press Release”), which Closing Date Press Release shall not refer to the Purchase Price. From and after 14 days following the issuance of the Closing Date Press Release, the Purchaser and its Affiliates shall be entitled to disclose any fact or statement regarding the transactions contemplated hereby to any Governmental Entities, the financial community, their current or prospective shareholders, their current or perspective investors, their current or prospective lenders, rating agencies, research analysts, and each Party employees but, however, to the employees only to the extent necessary in conjunction with the performance of the employees’ duties. For the avoidance of doubt, disclosure could include, but would not be limited to, filings with the Securities and Hall shall cause its AffiliatesExchange Commission, agents, representativesinformation contained in investor presentations, and professionals not tomaterials posted to the investor section of the website of Affiliate of the Purchaser, make any disclosure or public announcements or otherwise communicate with any news media without Capital Southwest Corporation. Without the prior written consent of Seller the Sellers and the Shareholders, Purchaser and its affiliates will provide no information directly to the media outlets based in respect the Syracuse, New York area and if contacted by such outlets will respond with “no comment.” Without the prior written consent of the Purchaser, the Sellers and the Shareholders shall not at any time disclose to any Person the fact that this Agreement has been entered into or any of the terms of this Agreement (until they become public knowledge other than by disclosure in breach of this Agreement or as required by applicable Law) other than to such Parties’ advisors who such Party, as applicable, reasonably determines needs to know such information for the purpose of advising such Party, it being understood that such advisors will be informed of the confidential nature of this Agreement and the other Transaction Documents or the transactions contemplated hereby terms of this Agreement and thereby (including price and terms); provided, however, that this restriction shall not apply will be directed to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of treat such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser as confidential in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality accordance with the terms of this Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law No Party to this Agreement shall issue any press release or by the rules of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure public statement with respect to the terms hereof or public announcements or otherwise communicate with any news media the transactions contemplated hereby without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents Parties, except as required by Law or by the transactions contemplated hereby rules and thereby regulations of any national securities exchange on which the securities of a Party or their Affiliates is listed; provided that, if a disclosure is determined by a Party to be required by law or by the rules and regulations of any national securities exchange on which the securities of such Party or its Affiliates is listed, such Party shall notify the other Parties hereto as soon as possible in advance of such disclosure and, to the extent practicable, give the other Parties a reasonable opportunity to review and comment on such disclosure. (including price b) The Parties' obligations under the Non-Disclosure Agreement dated August 20, 2004 (the "Confidentiality Agreement") remain in full force and terms)effect; provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in effective upon the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable LawClosing, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), Agreement shall terminate as of Closingwith respect to information relating to the Business transferred hereunder. (bc) From and after After the Closing, each of Seller and Hall shall(i) Sellers shall keep confidential, and shall cause their respective Affiliates, Affiliates and instruct their agents, representatives, consultants and professionals toadvisors to keep confidential, hold in confidence (and not disclose or provide access all information relating to any other Person) and not usethe Company, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to Buyer and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or Buyer's Affiliates, and (ii) was lawfully acquired Buyer and the Company shall keep confidential, and cause their Affiliates and instruct their agents, representatives, consultants and advisors to keep confidential, all information relating to the Sellers and each Seller's Affiliates; except in each case as required by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial Law or administrative process and except for information which is available to the public on the Closing Date, or thereafter becomes available to the public other than as a result of a breach of this Section. (d) If either Sellers or Buyer shall determine that they may be required by other requirements of LawLaw or administrative process to make a disclosure otherwise prohibited by this Section, Seller or Hall it shall promptly notify Purchaser in writing so advise the other Party and shall disclose only that portion of cooperate with such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, other Party and immediately notify Purchaser in writing so that Purchaser take such actions as shall be able reasonably requested by such other Party in order to seek to obtain, an appropriate protective Order prevent or other reasonable assurance that confidential treatment will be accorded limit such informationrequired disclosure.

Public Announcements; Confidentiality. (a) Unless otherwise The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Earthstone and Bold. Thereafter, Bold shall not issue any press releases or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the express written consent of Earthstone (which consent shall not be unreasonably withheld, conditioned or delayed) and Earthstone shall not issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior consent of Bold (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or by any applicable listing agreement with the rules NYSE MKT as determined in the good faith judgment of Earthstone (in which case Earthstone shall not issue or cause the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure publication of such press release or other public announcements or otherwise communicate announcement without prior consultation with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and termsBold); provided, however, that this restriction Earthstone shall not apply be required by this Section 6.4 to consult with any other Party with respect to a public announcement in connection with the receipt and existence of an Alternative Proposal that the Earthstone Special Committee believes is bona fide and matters related thereto or an Adverse Recommendation Change but nothing in this proviso shall limit any obligation of Earthstone under Section 6.3(c) to advise and inform Bold; provided, further, that each Party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Earthstone or Bold in compliance with this Section 6.4(a). (b) Notwithstanding anything in Section 6.4(a) to the contrary, the Parties shall keep all information and data relating to this Agreement and the transactions contemplated hereby strictly confidential except for disclosures to Representatives of the Parties and any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosedperform this Agreement; provided, however, that the foregoing shall not restrict disclosures that (i) are necessary for a Party to perform this Agreement (including such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able disclosure to seek to obtainGovernmental Bodies, an appropriate protective Order rights of consent or other reasonable assurance rights that confidential treatment will may be accorded applicable to the transactions contemplated by this Agreement as is reasonably necessary to provide notices, seek waivers, amendments or termination of such information. The Confidentiality Agreementrights, to which an Affiliate or seek such consents); (ii) are required (upon advice of Purchaser and Seller are parties, dated February 15, 2017 (counsel) by applicable securities or other Laws or the “Confidentiality Agreement”), shall terminate as applicable rules of Closing. (b) From and after any stock exchange having jurisdiction over the Closing, each of Seller and Hall shall, and shall cause Parties or their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (iiiii) was lawfully acquired by Seller and Hall or any are otherwise subject to an undertaking of their respective Affiliates or representatives confidentiality from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing each Person receiving such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled in form reasonably acceptable to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationthe non-disclosing Parties.

Public Announcements; Confidentiality. (a) Unless 16.1 Each Party acknowledges that their relevant holding companies, are listed at the respective competent local Stock Exchange and subject to all the rules and regulations stated for the German and US listed companies respectively. 16.2 Consequently, Licensee informs HUGO BOSS that the information relevant to the Agreement, its execution, expiration or termination, and in particular Confidential Information herein defined, is or may be “price-sensitive” information according to German Law and that the use of such information may be regulated or prohibited by applicable laws relating to insider dealing legislation, and the Parties undertake not to use any Confidential Information for any such purpose. For this purpose, either Party’s press releases and other public announcements related to HUGO BOSS and/or the Licensee in connection with the present Agreement hereunder and otherwise naming HUGO BOSS or the Trademarks, if qualified as price sensitive under German Laws, shall be previously and mutually agreed between the Parties and handled in accordance with the applicable laws and regulations. To the extent that any such announcement is required by applicable Law securities or other laws of general application, neither Party shall unreasonably withhold, delay or condition such consent. 16.3 Furthermore, the Parties agree that communication, in case of product liability matters, non-compliance with quality or safety regulations, or any other communication concerning the Licensed Products and/or the Parties, will be previously agreed upon by the rules Parties and handled by HUGO BOSS or, as the case may be and upon prior approval of HUGO BOSS, handled by the Stock ExchangeLicensee directly in case the business relation to the clients and the related sales are concerned. Each Party shall timely inform the other Party of any steps taken. To this purpose, each Party undertakes to deliver to the other, upon request, any and Hall all relevant information which shall notnot be unreasonably withhold or delayed. 16.4 The Parties agree to use all Confidential Information (as hereinafter defined) of the other Party provided to it or obtained by it pursuant to this Agreement only in its capacity as Party to this Agreement and as contemplated in this Agreement. "Confidential Information" shall mean any and all technical data, knowledge or information, trade secrets or advice relating to the design development, manufacture, assembly, use, sale, and each customer servicing of the Licensed Products and any and all information concerning the business of the other Party. Either Party and Hall acknowledges the other Party’s sole rights in the Confidential Information. Either Party shall cause its Affiliatesensure that, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent approval of Seller and Purchaser in respect the other Party, no Confidential Information shall be used for any purpose other than as set forth herein or copied or disclosed to any third party during the term of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or after its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingtermination. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Unless otherwise From and after the date of this Agreement, except to the extent required by applicable Law neither Seller nor Buyer shall, directly or by the rules of the Stock Exchangeindirectly, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make issue any disclosure press release or public announcements or otherwise communicate with announcement of any news media kind concerning the transactions contemplated by this Agreement without the prior written consent of the other Party, unless such public announcement, release or disclosure is required by applicable Law (including the rules or regulations of the U.S. Securities and Exchange Commission (the “SEC”) or any U.S. or non-U.S. securities exchange) in which case Seller and Purchaser Buyer will consult prior to the making thereof and use their commercially reasonable efforts to agree upon a mutually satisfactory text. Each Party further acknowledges and agrees that Buyer or Seller may disclose the terms and existence of this Agreement (i) to comply with any SEC disclosure obligations or (ii) in respect any public announcement or other public communication that is consistent with information disclosed in any other public statement or other public communication that was previously made or issued in compliance with the terms of this Section 4.06(a). (b) Between the date of this Agreement and the Closing Date, (i) Buyer shall not, and shall not permit its Affiliates to, communicate with any other Transaction Documents Person with whom the Business currently maintains or is actively seeking, or has had or actively sought since January 1, 2019, a business or commercial relationship, with respect to the transactions contemplated by this Agreement or with respect to the Business, without the prior written consent of Seller, not to be unreasonably withheld; and (ii) Buyer shall not (except with respect to the HSR Act and any other applicable Antitrust Laws) communicate with any Governmental Authority with respect to the Business or the transactions contemplated hereby and thereby (including price and terms); providedwithout the prior written consent of Seller, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingunreasonably withheld. (bc) From and after the Closing, Unless consented to by each of Seller the Parties, the Parties shall keep this Agreement strictly confidential and Hall shall, may not make any disclosure of this Agreement or the terms and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access conditions contained herein to any other PersonPerson except (i) and not useas may be required under applicable Law or stock exchange rule or regulation, any and all confidential or proprietary information(ii) in the case of Buyer, whether written or oralto the Debt Financing Sources in connection with obtaining the Debt Financing, concerning the Business, except (iii) to the extent that Seller or Hall can show that such information: (i) is information becomes generally available to and known by the public through no fault other than as a result of Seller or any of their respective Affiliates or representatives; disclosure by such Party, or (iiiv) was lawfully acquired by Seller in the case of the TPG Funds and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated LGP Funds, to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationPerson’s limited partners.

Public Announcements; Confidentiality. (a) Unless otherwise Seller and Purchaser shall not, without prior written consent of the other Party, issue any press release or make any public statement with respect to this Agreement and the transactions contemplated hereby except as may be required by applicable Law or by the any listing agreement with or rules of the Stock Exchange, each Party and Hall shall nota national securities exchange or quotation system, and will consult with each Party and Hall shall cause its Affiliates, agents, representativesother before issuing, and professionals not toprovide each other a reasonable opportunity to review and make reasonable comment upon, make any disclosure such press release or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingstatement. (b) From and after the Execution Date and until Closing, each of Seller Purchaser and Hall shall, its Affiliates and Representatives shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any use for purposes other Person) and not usethan the transactions contemplated by this Agreement, any and all information, whether disclosed through documents, work papers, other written materials, or electronically, that is of a confidential or proprietary nature related to the Seller, the Company, or the Facility and shall maintain the confidentiality of all such information; provided, whether however, that Purchaser may disclose any such information (i) that is or becomes generally available to the public other than as a result of disclosure by Purchaser or its Affiliates, (ii) that is or becomes available to Purchaser on a non-confidential basis from a source that is not bound by a confidentiality obligation to Seller, or (iii) with the prior written or oralapproval of Seller; provided, concerning the Businessfurther, except that, to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is may become legally compelled to disclose any such information by judicial any Governmental Authority or administrative process if Purchaser or by its Affiliates receives written advice of outside counsel that disclosure is required in order to avoid violating applicable Laws, Purchaser or its Affiliates may disclose such information; but only after, if applicable or relevant, they have used all commercially reasonable efforts to afford the Seller, at Seller’s sole cost and expense, the opportunity to obtain an appropriate protective order, or other requirements satisfactory assurance of Lawconfidential treatment, Seller or Hall shall promptly notify for the information required to be disclosed; provided, further, that Purchaser in writing and shall may disclose only that portion of such information which as is necessary to comply with applicable Law or regulation, or to enforce its obligations under this Agreement. The terms of this Section 6.04(b) shall survive any termination of this Agreement if this Agreement is, for any reason, terminated prior to the Closing. Notwithstanding the foregoing, any information disclosed to a Governmental Authority in compliance with the requirements set forth in Section 6.06 with respect to regulatory approvals shall not be deemed to be a breach of the terms of the Confidentiality and Non-Disclosure Agreement, including any preliminary discussions between Purchaser and any Governmental Authority with respect to the State Regulatory Approval. Purchaser shall be liable for any breach of this Section 6.04(b) by any Affiliate or Representative of Purchaser. (c) After Closing, Purchaser and its Affiliates and Representatives shall not disclose or use, directly or indirectly, any information, whether disclosed through documents, work papers, other written materials, or electronically, that is of a confidential or proprietary nature related to the Seller (including any information obtained in connection with the entering into of this Agreement) and shall maintain the confidentiality of all such information; provided, however, that Purchaser may disclose any such information (i) that is or Hall becomes generally available to the public other than as a result of disclosure by Purchaser or its Affiliates, (ii) that is advised or becomes available to Purchaser on a non-confidential basis from a source that is not bound by a confidentiality obligation to Seller, or (iii) with the prior written approval of Seller; provided, further, that, to the extent that Purchaser or its Affiliates may become legally compelled to disclose any such information by any Governmental Authority or if Purchaser or its Affiliates receives written advice of outside counsel that disclosure is required in writing is legally order to avoid violating applicable Laws, Purchaser or its Affiliates may disclose such information; but only after, if applicable or relevant, they have used all commercially reasonable efforts to afford the Seller, at Seller’s sole cost and expense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; provided, further, that Purchaser may disclose only that portion of such information as is necessary to comply with applicable Law or regulation, or to enforce its obligations under this Agreement; and provided, further, that this Section 6.04(c) shall not prohibit or restrict or otherwise limit the use or disclosure by Purchaser and its Affiliates of any Books and Records after Closing. Purchaser shall be liable for any breach of this Section 6.04(c) by any Affiliate or Representative of Purchaser. (d) After the Closing, Seller shall not disclose or use, directly or indirectly, any information, whether disclosed through documents, work papers, other written materials, or electronically, that is of a confidential or proprietary nature related to Purchaser, the Company or the Facility and shall maintain the confidentiality of all such information; provided, however, that Seller shall use may disclose any such information (i) that is or becomes generally available to the public other than as a result of disclosure by any Seller, (ii) that is or becomes available to Seller on a non-confidential basis from a source that is not bound by a confidentiality obligation to Purchaser or (iii) with the prior written approval of Purchaser; provided, further, that, to the extent that Seller may become legally compelled to disclose any such information by any Governmental Authority or if Seller receives written advice of outside counsel that disclosure is required in order to avoid violating applicable Laws, Seller may disclose such information; but only after, if applicable or relevant, it has used all commercially reasonable efforts to obtainafford Purchaser, at Purchaser’s sole cost and immediately notify Purchaser in writing so that Purchaser shall be able expense, the opportunity to seek to obtain, obtain an appropriate protective Order order, or other reasonable satisfactory assurance of confidential treatment, for the information required to be disclosed; and provided, further, that confidential treatment will be accorded Seller may disclose only that portion of such informationinformation as is necessary to comply with applicable Law, in connection with any required Tax disclosures or to enforce its obligations under this Agreement; and provided, further, that this Section 6.04(d) shall not prohibit or restrict or otherwise limit the use or disclosure by Seller and its Affiliates of any Excluded Records after Closing.

Public Announcements; Confidentiality. Upon the execution of this Agreement, the Purchaser and MCRLP shall have the right to make such public announcements or filings as may be required by (ai) Unless otherwise the Securities Act, (ii) the Securities Exchange Act, (iii) the rules and listing standards of the New York Stock Exchange, Inc., (iv) any other law of a jurisdiction to which MCRLP is subject, or (v) any oral questions, interrogatories, requests for information, subpoena, civil investigative demand, or similar process required by applicable Law rules, laws or regulations by any court, law or administrative authority to which Purchaser and MCRLP are subject. Purchaser and MCRLP also shall have the rules of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, right to make any disclosure or such public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives filings as they may deem reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shallprudent, and shall cause their respective Affiliatesbe entitled to make such filings or announcements upon advice of counsel as may be otherwise be deemed necessary. In this connection, agents, representatives, it should be noted that MCRLP has determined that the entry into this Agreement will need to be disclosed within four (4) business days of its execution on a Current Report on Form 8-K under Item 1.01 thereof and professionals to, hold in confidence (and not disclose that the Agreement will be filed as an exhibit thereto or provide access be filed as an exhibit to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except MCRLP’s next following periodic report filed pursuant to the extent that Seller or Hall can show that Securities Exchange Act. Sellers may make such information: (i) is generally available public disclosures as are required by Law. Each of Sellers, Purchaser and MCRLP hereby agree to and known by provide the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after non-disclosing parties as much advance notice as reasonably possible with respect to the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion nature of such information which Seller or Hall is advised by its counsel disclosure, cooperate fully as to the timing and contents of such disclosure and review in writing is legally required good faith the suggestions of the other party with respect to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded the contents of such informationdisclosure.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by The initial press release with respect to the rules of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect execution of this Agreement shall be a joint press release to be reasonably agreed upon by New LINN and Roan Holdings. Thereafter, Roan Holdings shall not issue any press releases or cause the publication of any press release or other Transaction Documents public announcement with respect to this Agreement or the transactions contemplated hereby without the express written consent of New LINN (which consent shall not be unreasonably withheld, conditioned or delayed), and thereby New LINN shall not issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior consent of Roan Holdings (including price which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over New LINN, in each case as determined in the good faith judgment of New LINN, upon the advice of counsel (in which case New LINN shall not issue or cause the publication of such press release or other public announcement without prior consultation with Roan Holdings to the extent reasonably practicable and termslegally permissible); provided, that each Party and their respective controlled Affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by New LINN or Roan Holdings in compliance with this Section 5.3(a). (b) Notwithstanding anything in Section 5.3(a) to the contrary, the Parties shall keep all information and data relating to this Agreement and the transactions contemplated hereby strictly confidential except for disclosures to Representatives of the Parties and any disclosures required to perform this Agreement; provided, however, that this restriction the foregoing shall not apply to any restrict disclosures that Purchaser (i) are necessary for a Party to perform this Agreement (including such disclosure to Governmental Bodies, rights of consent or its Affiliates other rights that may be applicable to the transactions contemplated by this Agreement as is reasonably necessary to provide notices, seek waivers, amendments or their agents termination of such rights, or representatives reasonably determine seek such consents); (ii) are required to be included in the Filings (upon advice of counsel) by any applicable regulation, order, legal, judicial or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Lawadministrative process, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order securities or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality AgreementLaws, to which an Affiliate or the applicable rules of Purchaser and Seller are parties, dated February 15, 2017 (any stock exchange having jurisdiction over the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause Parties or their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (iiiii) was lawfully acquired by Seller and Hall or any are otherwise subject to an undertaking of their respective Affiliates or representatives confidentiality from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing each Person receiving such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled in form reasonably acceptable to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationthe non-disclosing Parties.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules Each of the Stock ExchangeElan Companies and the Acquiror Parent and the Acquirors agrees that, each Party from and Hall after the date hereof until the Closing, it and its representatives shall notkeep the facts surrounding the negotiation of this Agreement, the Related Agreements, the Wyeth/Elan Agreements and each Party the Wyeth/King Agreements and Hall the transactions contemplated hereby or thereby, any disclosures made herein and hereunder or therein or thereunder, confidential and shall cause not disclose such information to any other Person, except for its advisors, accountants, attorneys, consultants and agents with a need-to-know and who agree to maintain the confidentiality of such information, through a press release or otherwise (except as necessary to carry out the terms of this Agreement, the Related Agreements, the Wyeth/Elan Agreements or the Wyeth/King Agreements or to the extent such information becomes public information or generally available to the public through no fault of such party or its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media ) without the prior written consent of Seller the other party, unless such party has been advised by counsel that disclosure is required to be made under applicable Law or the requirements of a national securities exchange or another similar regulatory body. Prior to the release of any press release or other public announcement permitted by the preceding sentence, the parties hereto shall agree upon the timing of release and Purchaser the content of such press release or other public announcement. (b) Each party shall not, and shall require that its Affiliates and its and their advisors and distributors do not, use or reveal or disclose to third parties any Confidential Information without first obtaining the written consent of the other party, except as may be reasonably necessary in respect performing such party's obligations or exercising such party's rights under this Agreement. Notwithstanding the foregoing, each party may disclose any Confidential Information to its Affiliates and its and their advisors and distributors on a need-to-know basis only, and such party shall be responsible for such Persons' compliance with the provisions of this Agreement paragraph with respect thereto. Each party shall take, and the other Transaction Documents shall require its Affiliates and its and their advisors and distributors to take, reasonable steps to prevent any unauthorized use or the transactions contemplated hereby and thereby (including price and terms); provided, however, that disclosure of any Confidential Information. The foregoing obligations in this restriction Section 8.05 shall not apply to information which (i) is or becomes a matter of public knowledge through no fault of a party or any disclosures that Purchaser or its Affiliates or their agents or representatives Person to whom such party provided such information, (ii) is reasonably determine are required to be included disclosed in connection with obtaining or maintaining Patent Rights or regulatory approvals for the Filings Products or in any offering memorandum a Current Product Improvement, or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure (iii) is required by applicable Law, such Party Law or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party any Governmental or Hall is legally required Regulatory Authority to be disclosed; provided, however, that the disclosing party uses commercially reasonable efforts to give the other party advance written Notice of such Party required disclosure in sufficient time to enable the other party to seek confidential treatment for such information; and provided further, however, that the disclosing party limits the disclosure to that information which is required to be disclosed. As used herein, "Confidential Information" means all Know-How and any proprietary or Hall shall promptly notify Seller and Purchaser trade secret information or data relating to the Products or a Current Product Improvement or such other information that either party identifies to the other in writing so that Seller or Purchaser shall be able to seek to obtainas confidential and, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each Confidential Information of Seller the Acquirors shall include the Skelaxin Books and Hall shallRecords, the Skelaxin Intellectual Property, the Skelaxin Product Registrations, the Skelaxin Governmental Permits, the Purchased Sonata Books and Records, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationSonata Copyrights.

Public Announcements; Confidentiality. (a) Unless otherwise required Subject to each party's disclosure obligations imposed by applicable Law law and any stock exchange or by similar rules and the rules confidentiality provisions contained in Section 5.5(b), the Buyer shall have the right to review the development and distribution of the Stock Exchange, each Party all news releases and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or other public announcements or otherwise communicate information disclosures with any news media without the prior written consent of Seller and Purchaser in respect of to this Agreement and the other Transaction Documents or Registration Rights Agreement, and any of the transactions contemplated hereby or thereby. Buyer shall also have the right to review and, before filing or other public dissemination, approve (which approval will not be unreasonably withheld or delayed) any statements made or information provided with respect to it, the Advancing Party or to the transactions contemplated by this Agreement, including, without limitation, such statements intended to be included in any future Regulatory Filing prepared by or on behalf of the Company. (b) Buyer agrees that all information provided to Buyer or any of its representatives pursuant to this Agreement shall be kept confidential, and thereby (including price Buyer shall not disclose such information to any persons other than the directors, officers, employees, financial advisors, legal advisors, accountants, consultants and terms)affiliates of Buyer who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information; provided, however, that this restriction the foregoing obligation of Buyer shall not apply (i) relate to any disclosures information that Purchaser (1) is or its Affiliates becomes generally available other than as a result of unauthorized disclosure by Buyer or their agents by persons to whom Buyer has made such information available, or representatives reasonably determine are (2) is or becomes available to Buyer on a non-confidential basis from a third party that is not bound by any other confidentiality agreement with the Company, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court order or other legal or governmental process. (c) The Company agrees that all information provided to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser Company or any of its Affiliates. If representatives pursuant to this Agreement shall be kept confidential, and the Company shall not disclose such disclosure is required by applicable Lawinformation to any persons other than the directors, such Party or Hall (as applicable) shall promptly notify Seller officers, employees, financial advisors, legal advisors, accountants, consultants and Purchaser in writing affiliates of the Company who reasonably need to have access to the confidential information and shall disclose only that portion who are advised of the confidential nature of such information which such Party or Hall is legally required to be disclosedinformation; provided, however, that such Party or Hall the foregoing obligation of the Company shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) relate to any information that (1) is or becomes generally available to and known other than as a result of unauthorized disclosure by the public through no fault of Seller Company or by persons to whom the Company has made such information available, or (2) is or becomes available to the Company on a non-confidential basis from a third party that is not bound by any of their respective Affiliates or representatives; other confidentiality agreement with the Company, or (ii) was lawfully acquired by Seller and Hall or any prohibit disclosure of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information if required by judicial or administrative process or by other requirements of Lawlaw, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; providedrule, howeverregulation, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order court order or other reasonable assurance that confidential treatment will be accorded such informationlegal or governmental process.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law Neither the Company nor Purchaser, nor any of their respective Subsidiaries, shall issue or by cause the rules publication of any press release or other public announcement with respect to the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect existence of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby under this Agreement without the prior consent of the other Party (including price and terms); provided, however, that this restriction which consent shall not apply to any disclosures that Purchaser be unreasonably withheld, conditioned or its Affiliates or their agents or representatives reasonably determine are required to delayed), except as may be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Lawlaw or the rules and regulations of any applicable stock exchange, in each case, as determined in the good faith judgment of and reasonable opinion of counsel to the Party proposing to make such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingrelease. (b) From and For a period starting from the date of this Agreement to a date that is eighteen (18) months after the Closing, each of Seller and Hall the Purchaser shall, and shall cause its affiliates and their respective AffiliatesRepresentatives which receive confidential information of the Company, agents, representatives, and professionals to, hold in strict confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary informationinformation known to the Purchaser to be confidential information of the Company, whether written or oral, concerning the BusinessCompany, except to the extent that Seller or Hall can show that such information: information (ia) is generally available to and known by the public through no fault of Seller or the Purchaser, any of its affiliates or their respective Affiliates or representativesRepresentatives; or (iib) was is lawfully acquired by Seller and Hall or the Purchaser, any of its affiliates or their respective Affiliates or representatives Representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; (c) is independently developed by the Purchaser as shown by documents or other competent evidence by the Purchaser, or (d) is approved for release by the Company. If Seller the Purchaser or any of its affiliates or their respective Affiliates or representatives is Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Lawlaws, Seller regulation or Hall applicable national securities exchange, the Purchaser shall promptly notify Purchaser the Company in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, provided that Seller the Purchaser shall use commercially reasonable efforts to obtain, at the Company’s sole cost and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtainexpense, an appropriate protective Order order or other reasonable assurance that confidential treatment will be accorded such information. “Representatives” means, with respect to any person, such person’s affiliates and such person and its affiliates’ respective directors, officers, employees, members, partners, accountants, consultants, advisors, attorneys, agents and other representatives who receive confidential information of the Company in furtherance of this Agreement.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law Prior to the Closing and without limiting or by restricting any Party from making any filing with the rules of Bankruptcy Court with respect to this Agreement or the Stock Exchangetransactions contemplated hereby, each Party and Hall Buyer shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make issue any disclosure press release or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect of announcement concerning this Agreement and the other Transaction Documents or the transactions contemplated hereby without obtaining the prior written approval of Seller, unless, in the reasonable judgment of Buyer, disclosure is otherwise required by applicable law or by the Bankruptcy Court with respect to filings to be made with the Bankruptcy Court in connection with this Agreement or by the applicable rules of the Securities Exchange Commission or any stock exchange on which the securities of Buyer or its affiliates are listed, provided that, if Buyer intends to make such release, it shall use its commercially reasonable efforts consistent with such applicable law or Bankruptcy Court requirement to consult with Seller with respect to the text thereof prior to making such release. At all times, Seller may and, after the Closing, Buyer may, issue public announcements regarding the transactions contemplated hereby so long as such announcements do not disclose the specific terms or conditions of this Agreement or any other document, agreement, or instrument delivered in connection herewith except where such terms and thereby (including price and terms)conditions have already been disclosed as required by law, applicable stock exchange regulation or in filings that Seller is required to make in the Bankruptcy Court or office of the United States Trustee; provided, however, that this restriction the issuing Party shall not apply use its commercially reasonable efforts to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required consult with the other Party with respect to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If text thereof prior to such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingdisclosure. (b) From Each Party acknowledges that it and after its respective representatives may become privy to confidential and other information of the Closing, each of Seller other Party or its affiliates and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such confidential information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that held confidential treatment will be accorded by such informationParty.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules The timing and content of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make all announcements regarding any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect aspect of this Agreement and the other Transaction Documents or the transactions contemplated hereby to the general public shall be mutually agreed upon in advance by Seller and thereby Buyer (including price and termssuch agreement not to be unreasonably withheld or delayed by either Party); providedprovided that any Party may, howeverafter consultation with the other Parties, that this restriction shall not apply to make any disclosures that Purchaser such announcement which it in good faith believes, based on advice of counsel, is necessary or its Affiliates or their agents or representatives reasonably determine are required to be included advisable in connection with any requirement of Law, including the Filings or in rules and regulations promulgated by the Securities and Exchange Commission and the rules of any offering memorandum stock exchange or similar document for self-regulatory organization, it being understood and agreed that any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such disclosing Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion provide the other Parties hereto with copies of any such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingannouncement. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals its Affiliates to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Businessany Company, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representativesits Affiliates; or (ii) was lawfully acquired by Seller and Hall or any of their respective its Affiliates or representatives from and after the Closing from sources unrelated to Purchaser Buyer or Seller any Company which are not known to Seller to be prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any such information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser Buyer in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately promptly notify Purchaser Buyer in writing so that Purchaser Buyer shall be able to seek to obtainobtain (at Buyer’s sole expense), an appropriate protective Order order or other reasonable assurance that confidential treatment will be accorded such information, and, upon request, Seller shall use commercially reasonable efforts (at Buyer’s expense) to cooperate with Buyer in connection therewith.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules of the Stock Exchange, each Neither Party and Hall shall not, (and each Party and Hall shall cause its Affiliates, agents, representatives, Affiliates and professionals Representatives not to, ) make any disclosure other press release or other public announcements announcement regarding the existence of this Agreement, the contents hereof or otherwise communicate with any news media the transactions contemplated hereby without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms)Party; provided, however, that this restriction the foregoing shall not apply restrict such disclosures to the extent (i) necessary for a Party to perform or exercise its rights under, or defend itself against claims in connection with, this Agreement, (ii) to Governmental Bodies and Third Parties holding rights of consent or other rights that may be applicable to the transactions contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or terminations of such rights, or seek such consents, and (iii) required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in stock exchange having jurisdiction over the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser disclosing Party or any of its Affiliates. If ; and provided, further, that each Party shall use its commercially reasonable efforts to consult with the other Party regarding the contents of any such disclosure is required by applicable Lawrelease or announcement prior to making such release or announcement, such and in the case of clause (iii), the disclosing Party or Hall shall (as applicablex) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall that it is advised by counsel in writing is legally required to be disclosed; provided, howeverand (y) use reasonable best efforts to, that such at the cost and expense of the Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able seeking to seek to obtainlimit the disclosure, obtain an appropriate protective Order order or other reasonable assurance that confidential treatment will be accorded afforded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, Each Party shall keep (and shall cause their respective Affiliatesits Affiliates and Representatives to keep) all information and data relating to this Agreement, and the transactions contemplated hereby, strictly confidential except for disclosures (i) made in compliance with Section 6.2(a), (ii) to the Representatives, agents, representativesconsultants, advisors and Affiliates of such Party or the Company, (iii) to potential and actual lenders to the Company or such Party or its Affiliates, (iv) to potential and actual owners of equity interests in such Party or its Affiliates, and professionals to(v) by such Party in connection with performing or exercising its rights under, hold or defending itself against claims in confidence (and not disclose or provide access to any other Person) and not useconnection with, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosedthis Agreement; provided, however, that Seller prior to making any such disclosures to Representatives pursuant to clauses (ii) through (iv) in this Section 6.2(b), the Party disclosing such information shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, obtain an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded undertaking of confidentiality from each such informationRepresentative.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each date of Seller this Agreement, (i) Company hereby covenants and Hall shall, undertakes to Lender that Company shall not (and shall cause ensure that its representatives do not) issue any press release or make any public statement regarding (or otherwise disclose to any Person the existence or terms of) this Agreement or any of the other transactions or documents contemplated by this Agreement, without Lender’s prior written consent. (ii) the Parties agree that at all times after the date of this Agreement the Parties shall (and the Parties shall ensure that their respective Affiliatesrepresentatives) keep strictly confidential all information relating to the Company and the Lender. (iii) Notwithstanding that which is stated elsewhere in this Agreement, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller Company is required under any applicable securities law, or Hall can show that such information: (i) is generally available to and known by the applicable rules of any stock exchange on which Company lists its securities, to deliver any notice to a stock exchange or relevant securities regulatory authority and/or issue any public through no fault announcement with respect to the commercial relationship between the Parties hereto and/or this Agreement, including the filing of Seller a copy of this Agreement or any schedules, exhibits or annexes thereof, as may be required by law, it shall be permitted to make such announcement, or file such filing. Notwithstanding the foregoing, the form of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller first public announcement which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; providedto be submitted by the Company to the Commission in connection with this Agreement is attached hereto as Schedule 8.21. Without prejudice to the foregoing, howeverwith respect to any subsequent public disclosure of the terms of this Agreement which has not been previously made public, that Seller including the filing of the form of this Agreement, Company shall use commercially reasonable efforts give advance notice to obtainLender of such impending disclosure which shall be coordinated with the Lender, and immediately notify Purchaser Company shall endeavor in writing so that Purchaser shall be able good faith to seek assist the Lender to obtain, an appropriate protective Order or other reasonable assurance that secure and enable confidential treatment will be accorded such informationof confidential parts of the Agreement.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or Any initial press release announcing the transactions hereunder must be mutually agreed to by the rules parties. With respect to any other public disclosure, no disclosure (whether or not in response to an inquiry) of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect subject matter of this Agreement shall be made by any party hereto unless approved by Seller and Buyer prior to release, provided that such approval shall not be unreasonably withheld, subject, in the case of Buyer, to Buyer’s obligation to comply with applicable securities laws and the other Transaction Documents rules and regulations of any applicable stock exchange. Notwithstanding the foregoing, the parties may, on a confidential basis, advise and release information regarding the existence and content of this Agreement or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its their respective Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required their agents, accountants, attorneys and prospective lenders or investors in connection with or related to the transactions contemplated by applicable Lawthis Agreement, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion including without limitation the financing of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingtransactions. (b) From and after Other than pursuant to mutually agreed upon press releases made in accordance with the Closingforegoing, each neither Buyer nor Seller, nor any of their respective agents, affiliates, representatives or employees shall at any time prior to fifteen (15) days following the Closing Date disclose to the public (by public statement or release or otherwise) or to any third party the fact that Seller and Hall shallBuyer are contemplating the transactions contemplated by this Agreement, the existence of this Agreement or any of the transactions contemplated by this Agreement, or the terms and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose conditions of this Agreement or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning of the Business, except to the extent that Seller or Hall can show that such informationtransactions contemplated by this Agreement except: (i) as required by any applicable law or the rules of any relevant stock exchange, by order or decree of a court or other governmental authority having jurisdiction over such party, or in connection with such party’s or its affiliate’s enforcement of any rights it may have at law or equity or as requested by any governmental authority in connection with any review or approval of, or consent to, the transactions contemplated by this Agreement; (ii) on a “need-to-know” basis to persons within such party’s organization, or outside of such party’s organization such as attorneys, accountants, bankers, financial advisors, service providers and other consultants who may be assisting such party in connection with the transactions contemplated hereby and who are informed of the nondisclosure obligations of this Section 6.3(b) (it being agreed that Buyer and Seller, as the case may be, shall be responsible for any breaches of the foregoing confidentiality obligation by such Persons); (iii) as expressly required by this Agreement or as is generally available reasonably necessary in connection with obtaining any required consent of a third party to and known the transactions contemplated by this Agreement; (iv) with the public through no fault express prior consent of Seller or any of their respective Affiliates or representativesthe other party, which shall not be unreasonably withheld; or (iiv) was lawfully acquired by after such information has become publicly available without breach of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the provisions of this Section 6.3 shall survive indefinitely any termination of this Agreement. Seller and Hall or Buyer specifically acknowledge and agree that the remedy at law for any breach of their respective Affiliates or representatives from the provisions of this Section 6.3 will be inadequate and after the Closing from sources unrelated that each party, in addition to Purchaser or Seller which are not prohibited from disclosing such information by a legalany other relief available to it, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able entitled to seek to obtaintemporary and permanent injunctive relief without the necessity of proving actual damages in the event of any breach or threatened breach of the provisions of this Section 6.3 by the other party or such other party’s agents, an appropriate protective Order affiliates, representatives or other reasonable assurance that confidential treatment will be accorded such informationemployees.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law Prior to the Closing, neither Seller nor Purchaser shall make, or by permit any Representative or Affiliate to make, any public statements, including any press releases, with respect to this Agreement, the rules of other Transaction Documents, or the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure transactions contemplated hereby or public announcements or otherwise communicate with any news media thereby without the prior written consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned), except that Seller and Parent may issue a joint press release regarding this Agreement, the other Transaction Documents, or the transactions contemplated hereby or thereby upon the execution and delivery hereof. Notwithstanding the foregoing, each Party shall have the right to make such disclosures as it may deem necessary or advisable to comply with applicable Law, including pursuant to the rules and regulations of the U.S. Securities and Exchange Commission and/or the rules and regulations of any applicable securities exchange; provided, however, that the Party seeking to make such disclosure shall, to the extent practicable, allow the other Party reasonable time to comment on such disclosure in advance of such disclosure. (b) Following the Closing, Purchaser and Seller shall jointly agree on the content and substance of all public announcements concerning this Agreement, the other Transaction Documents, and the transactions contemplated hereby or thereby, other than those that are permitted pursuant to the foregoing sentence. Seller and Purchaser in respect shall consult with each other concerning the means by which employees, customers, suppliers and others having dealings with Seller related to the Business shall be informed of this Agreement and the other Transaction Documents or Documents, and Seller shall have the right to be present for any such communication. (c) The Parties acknowledge that the information being provided to one another in connection with the transactions contemplated hereby and thereby by this Agreement (including price the terms and terms); providedconditions of this Agreement and the other Transaction Documents) is subject to the Confidentiality Agreement. Notwithstanding the foregoing or anything contained herein, howevereach Party shall have the right to disclose this Agreement and any other Transaction Document to potential or actual investors, that this restriction shall not apply acquirers, debt and equity financing sources, and/or strategic partners (together with their respective Representatives) so long as such Persons are bound by customary confidentiality obligations (or a professional obligation of confidentiality) to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party (or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”thereof), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law No party to this Agreement shall make, or by the rules of the Stock Exchangecause to be made, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure press release or public announcements announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement the other party, and the other Transaction Documents parties shall cooperate as to the timing and contents of any such press release or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingpublic announcement. (b) From and after For a period of one year following the ClosingClosing Date, each of the Seller and Hall shall, and shall cause their respective its Affiliates, agents, representatives, employees, officers and professionals directors to, hold in confidence (preserve the confidentiality of the terms of this Agreement, the Ancillary Agreements and not disclose or provide access to any other Person) and not use, any and of all confidential or proprietary information, whether written information pertaining to the Clients and the Client Arrangements; provided that (i) the Seller may use and disclose such information as has been publicly disclosed (other than by the Seller or oral, concerning the Business, except any Affiliate in breach of their obligations under this Section 11.03(b)) and (ii) to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is Affiliate thereof may become legally compelled to disclose any information by judicial or administrative process or by other requirements of Lawsuch information, the Seller or Hall shall promptly notify Purchaser such Affiliate may (only to the extent so compelled) disclose such information if they have used reasonable commercial efforts in writing good faith, and shall disclose only that portion have afforded the Purchaser the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of such confidential treatment, for the information which Seller or Hall is advised by its counsel in writing is legally required to be so disclosed; provided. (c) For a period of one year following the Closing Date, however, that Seller shall use commercially reasonable efforts to obtainthe Purchaser shall, and immediately notify shall cause its Affiliates, agents, representatives, employees, officers and directors to, preserve the confidentiality of the terms of this Agreement, the Ancillary Agreements and of all confidential or proprietary information pertaining to the Clients and the Client Arrangements; provided that (i) the Purchaser may use and disclose such information as has been publicly disclosed (other than by the Purchaser or any Affiliate in writing breach of their obligations under this Section 11.03(c)) and (ii) to the extent that the Purchaser or any Affiliate thereof may become legally compelled to disclose any of such information, the Purchaser or such Affiliate may (only to the extent so that Purchaser compelled) disclose such information if they have used reasonable commercial efforts in good faith, and shall be able have afforded the Seller the opportunity, to seek to obtain, obtain an appropriate protective Order order, or other reasonable satisfactory assurance of confidential treatment, for the information required to be so disclosed. Notwithstanding the foregoing, the Purchaser shall have the right to make any disclosure in a filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 deemed appropriate by the Purchaser and its counsel; provided that confidential treatment will the Seller shall be accorded given prior notice of an opportunity to comment on such informationdisclosure.

Public Announcements; Confidentiality. (a) Unless otherwise No Party shall make any public announcement or issue any public communication regarding this Agreement or the Transactions without first obtaining the prior written consent of the other Party, except if such announcement or other communication is required by applicable Law or by the rules of any stock exchange upon which such Party’s capital stock is traded, in which case, to the Stock Exchangeextent permitted by Law, each the disclosing Party and Hall shall not, and each Party and Hall shall cause use its Affiliates, agents, representatives, and professionals not to, make any disclosure commercially reasonable efforts to coordinate or public announcements communicate such announcement or otherwise communicate communication with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents Party prior to announcement or the transactions contemplated hereby and thereby (including price and terms)issuance; provided, however, that no provision of this restriction Agreement shall not apply be deemed to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or restrict in any offering memorandum manner (i) any Party’s ability to communicate with its employees or similar document for equity holders, (ii) the ability of Buyer and the Royal Entities to communicate with their financial and legal advisors, lenders, underwriters or Financing Sources or (iii) any equity Party’s ability to make or debt financing of Purchaser issue any public announcement or communication that is substantially consistent with any of its Affiliates. If such disclosure is required by applicable Law, such Party prior public announcement or Hall (as applicable) shall promptly notify Seller and Purchaser public communication made in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”accordance with this Section 6.7(a), shall terminate as of Closing. (b) From the Closing Date and after for a period of two (2) years following the ClosingClosing Date, Royal and each of Seller and Hall shallContributor will, and shall will cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtaincause its respective Representatives to (i) maintain the strict confidentiality of any and all Confidential Information and (ii) not disclose such Confidential Information to any Person other than any of the respective Affiliates or Representatives of Royal or any Contributor, and immediately notify Purchaser except (x) to the extent required by Law (provided that if required by Law, each party agrees, to the extent legally permissible, to give the others prior written notice of such disclosure in writing so that Purchaser shall be able sufficient time to permit the others to seek a protective order should it so determine) or (y) in a Proceeding brought by such party in the pursuit of its remedies under this Agreement. Each Party shall (1) notify all Persons to obtain, an appropriate protective Order whom Confidential Information is disclosed of the confidential nature of the materials disclosed and the provisions of this Agreement; and (2) ensure that all Persons to whom the terms of this Agreement or other reasonable assurance that the Confidential Information is disclosed keep such information confidential treatment will be accorded and do not disclose or divulge such informationinformation to any unauthorized Person in each case in accordance with this Agreement.

Public Announcements; Confidentiality. (a) Unless otherwise required Subject to each party's disclosure obligations imposed by applicable Law law and any stock exchange or by similar rules and the rules of the Stock Exchangeconfidentiality provisions contained in Section 5.4(b), each Party all news releases and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or other public announcements or otherwise communicate information disclosures with any news media without the prior written consent of Seller and Purchaser in respect of to this Agreement and the other Transaction Documents or and any of the transactions contemplated hereby or thereby will require the mutual approval of Buyer and thereby the Company before such release or disclosure is made. If a party is required by law or any stock exchange or similar rule to issue a news release or other public announcement, it shall advise the other party in advance thereof and use reasonable best efforts to cause a mutually agreeable release or announcement to be issued. (including price b) Buyer agrees that all information provided to Buyer or any of its representatives pursuant to this Agreement shall be kept confidential, and terms)Buyer shall not (x) disclose such information to any persons other than the directors, officers, employees, financial advisors, investors, lenders, legal advisors, accountants, consultants and affiliates of Buyer who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information or (y) use such information in a manner which would be detrimental to the Company; provided, however, that this restriction the foregoing obligation of Buyer shall not apply (i) relate to any disclosures information that Purchaser (1) is or its Affiliates becomes generally available other than as a result of unauthorized disclosure by Buyer or their agents by persons to whom Buyer has made such information available, (2) is or representatives reasonably determine are becomes available to Buyer on a nonconfidential basis from a third party that is not, to Buyer's knowledge, bound by any other confidentiality agreement with the Company, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court order or other legal or governmental process. (c) In the event that Buyer is requested or required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the confidential information, Buyer shall provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. In the event such protection or other remedy is not obtained and Buyer is required to provide such confidential information or stand subject to contempt or other censure or penalty, Buyer shall give the Company written notice of the confidential information to be included disclosed as far in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any advance of its Affiliates. If such disclosure as is required by applicable Lawpracticable and, such Party or Hall (as applicable) shall promptly notify Seller upon the Company's request and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required at the Company's expense, use its reasonable efforts to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance obtain assurances that confidential treatment will be accorded to such confidential information. The Confidentiality AgreementIn the event such information is requested, or is the subject of a subpoena, pursuant to which an Affiliate of Purchaser informal or formal inquiry or investigation by the SEC, any U.S. state securities or blue sky authority, and Seller are partiesU.S. or foreign stock exchange or regulatory authority, dated February 15, 2017 (the “Confidentiality Agreement”), Buyer shall terminate as of Closingbe free to disclose such information thereto without a protective order. (bd) From Buyer and after the Closing, each Company agree that money damages would not be a sufficient remedy for any breach of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known Agreement by the public through no fault of Seller other party or its representatives and that in addition to all other remedies the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller such breach, Buyer further agrees to waive and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of use its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable best efforts to obtain, and immediately notify Purchaser cause its representatives to waive an requirement for the securing or posting of any bond in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded connection with such informationremedy.

Public Announcements; Confidentiality. (a) Unless Except as provided for in this Agreement, the Buyer and the Seller shall, and shall cause their respective Affiliates to, consult with each other before issuing any press release or otherwise making any public statements about this Agreement, the License, the Global IP Purchase or the Stock Purchase. Neither the Buyer nor the Seller shall (or shall permit their respective Affiliates or Representatives to) issue any such press release or make any such public statement prior to such consultation and the receipt of the prior consent of the other Party, except to the extent required by applicable Law or by the rules of Applicable Exchange requirements, in which case that Party shall use its commercially reasonable efforts to consult with the Stock Exchangeother Party before issuing or permitting any such release or making any such public statement. Notwithstanding the foregoing, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of the Buyer, the Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required Subsidiaries (a) may communicate with customers, vendors, suppliers, financial analysts, investors and media representatives in a manner consistent with its past practice and in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by applicable Lawthe Buyer. (b) The Buyer and the Seller shall comply with, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion cause their respective Representatives to comply with, all of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The their respective obligations under the Confidentiality Agreement, to which an Affiliate of Purchaser dated April 9, 2013, between the Buyer and the Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), ) with respect to the information disclosed under this Section 7.1. The Confidentiality Agreement shall terminate as of at Closing. (bc) From and after the Closing, except as otherwise permitted by this Agreement or with the prior written consent of the other Party, each of the Seller and Hall the Buyer shall, and shall cause their respective AffiliatesSubsidiaries and Affiliates (including, agentswith respect to the Buyer, representativesits Affiliates and the Company) to, and professionals shall use their commercially reasonable efforts to cause their respective Representatives to, hold in confidence (and not disclose or provide access to any other Person) and not useconfidence, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is unless compelled to disclose any information by judicial or administrative process or by other requirements of LawLaw or the rules of any stock exchange on which such Person’s securities are listed or sought to be listed, all confidential documents and information concerning the other Party and its Affiliates (including any information provided to a requesting Party pursuant to this ARTICLE VII, and any information provided pursuant to the Confidentiality Agreement concerning the Seller Group or any Seller Business, but excluding, in the case of the Seller, any information of the Company unless such information relates to the Juicy IP Assets), except (i) to the extent that such information can be shown to have been in the public domain through no fault of such Party or its Subsidiaries or Affiliates, (ii) to the extent that such information can be shown to have been later lawfully acquired by such Party (in the case of the Buyer and its Subsidiaries and Affiliates, from sources other than those (A) related to their prior affiliation with the Seller or Hall shall promptly notify Purchaser its Subsidiaries and (B) the Stock Purchase, the Global IP Purchase and the transactions contemplated by the Ancillary Agreements and the due diligence investigation undertaken in writing and shall disclose only connection therewith), (iii) that portion of such Party may disclose, or may permit disclosure of, such information which Seller or Hall to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information for auditing and other non-commercial purposes and are informed of their obligation to hold such information confidential to the same extent as is advised applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (iv) to the extent that such information is independently developed by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtainsuch Party, and immediately notify Purchaser (v) that such Party may disclose, or may permit disclosure of, such information as required in writing so that Purchaser connection with any legal or other proceeding by such Party against the Seller (in the case of the Buyer and the Company) or the Buyer and the Company (in the case of the Seller). The obligation of each of the Seller, the Buyer and their respective Subsidiaries and Affiliates to hold any such information in confidence shall be able satisfied if they exercise the same care with respect to seek such information as they would take to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such preserve the confidentiality of their own similar information.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules of the Stock Exchange, each Party and Hall No party hereto shall not, (and each Party and Hall party hereto shall cause its Affiliates, agents, representatives, Affiliates and professionals representatives not to, and, after the Closing Date, Purchaser shall cause the Acquired Entities and its Affiliates not to) make any disclosure press release or other public announcements announcement regarding the existence of this Agreement, the contents hereof or otherwise communicate with any news media the transactions contemplated hereby without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents party or the transactions contemplated hereby and thereby parties hereto (including price and termswhich consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that this restriction the foregoing shall not apply restrict such disclosures to the extent (i) necessary for a party hereto to perform or exercise its rights under, or defend itself against claims in connection with, this Agreement, (ii) to Governmental Entities and third parties holding rights of consent or other rights that may be applicable to the transactions contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or terminations of such rights, or seek such consents, (iii) required (upon advice of counsel) by applicable Securities Laws or other Laws or regulations or the applicable rules of any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in stock exchange having jurisdiction over the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser disclosing party or any of its Affiliates. If Affiliates or (iv) such party has given the other party a reasonable opportunity to review such disclosure prior to its release and no objection is required by applicable Lawraised; and provided further, that in the case of clauses (i) and (iii), each party hereto shall use its commercially reasonable efforts to consult with the other party or parties regarding the contents of any such Party release or Hall announcement prior to making such release or announcement. (as applicableb) Subject to Section 12.01(a), each party hereto shall promptly notify Seller and Purchaser in writing keep (and shall disclose only that portion cause its Affiliates and representatives to keep) all information and data relating to this Agreement, and the transactions contemplated hereby, strictly confidential except for disclosures (i) to the Acquired Entities and to representatives and Affiliates of such party and the Acquired Entities, (ii) to potential and actual lenders to the Acquired Entities or such party or its Affiliates, (iii) to potential and actual owners of Equity Interests in such party hereto or its Affiliates, (iv) to any current or future investment fund managed by, or the general partner of which is, an Affiliate of Xxxxxx Xxxxxxx & Co. (or its successors) (an “MS Fund”), (v) to any current, future or prospective general or limited partner of any MS Fund, (vi) to any current or future managing director, officer or employee of any MS Fund, in each case, who is obligated to keep such information which confidential in accordance with the terms of this Agreement and (vii) by such Party party hereto in connection with performing or Hall is legally required to be disclosedexercising its rights under, or defending itself against claims in connection with, this Agreement; provided, however, that prior to making any such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access disclosures to any other Person) and not useof the foregoing Persons, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from party disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any shall obtain an undertaking of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of confidentiality from each such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationPerson.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law Neither Seller nor Buyer shall make any press release or by other public announcement regarding or disclosing, or disclose to any third party (other than their respective representatives), the rules identity of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure Parties or public announcements or otherwise communicate with any news media the express terms of this Agreement without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms)Party; provided, however, that this restriction the foregoing shall not apply restrict such disclosures to any disclosures that Purchaser the extent (i) necessary for a Party to perform this Agreement (including such disclosure to governmental agencies), or its Affiliates (ii) required (upon advice of counsel) by applicable securities or other laws over the Parties or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its respective Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, howeverprovided further, that each Party shall use its reasonable efforts to consult with the other Party regarding the contents of any such Party release or Hall shall promptly notify Seller and Purchaser in writing so that Seller announcement prior to making such release or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingannouncement. (b) From Buyer acknowledges that, in connection with its review of the Assets, Buyer and after the Closing, each its representatives have become privy to confidential and other information of Seller or its Affiliates and Hall shallthat such confidential information shall be held confidential by Buyer pursuant to that certain Confidentiality Agreement, dated as of May 4, 2021, by and shall cause their respective Affiliatesbetween Seller and Buyer. For the avoidance of doubt, agentsthe existence and contents of any environmental assessments conducted by or on behalf of Buyer on the Assets, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legalapplicable, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required be deemed to be disclosed; provided“confidential information” for the purposes of this Agreement. In connection with any access, howeverexamination or inspection of the Assets by Buyer or its representatives, that Seller shall use commercially reasonable efforts to obtain(I) BUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtainANY PARTY CONTROLLED BY OR UNDER COMMON CONTROL WITH SELLER, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationTHE TRUSTEE, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, EMPLOYEES, AND AGENTS ARISING IN ANY WAY THEREFROM OR IN ANY WAY CONNECTED THEREWITH AND (II) BUYER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER, ANY PARTY CONTROLLED BY OR UNDER COMMON CONTROL WITH SELLER, THE TRUSTEE, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, DEATH OR PHYSICAL PROPERTY DAMAGE, OR VIOLATION OF ANY RULES, REGULATIONS, OR OPERATING POLICIES, ARISING OUT OF, RESULTING FROM OR RELATING TO ANY FIELD VISIT OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY BUYER OR ITS REPRESENTATIVES WITH RESPECT TO THE ASSETS, REGARDLESS OF FAULT (EXCEPTING ANY DAMAGES TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE, ACTUAL FRAUD OR WILLFUL MISCONDUCT OF ANY INDEMNITEE).

Public Announcements; Confidentiality. (a) Unless otherwise In accordance with applicable Law, IFMI shall, or shall cause its Affiliates to, file a Current Report on Form 8-K (the “Form 8-K”) describing the terms of the Transactions and attaching (i) this Agreement and (ii) a press release as an exhibit to such filing, which press release shall be a joint press release in form and substance reasonably satisfactory to each of the parties hereto. From and after the filing of the Form 8-K, each party hereto shall consult with each other before issuing any press release, filing any required documents with the SEC or any listing authority as may be required by applicable Law or by securities exchange or listing authority rules or otherwise making any public statement with respect to the rules Transactions or any of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure terms or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect conditions of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); providedthe identity of the parties hereto) and, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to except as may be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party Law or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party securities exchange or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”)listing authority rules, shall terminate as of Closingnot issue any such press release or otherwise make any such other public statement before such consultation. (b) From the date hereof through and after including the ClosingInterim Closing Date, each party hereto shall treat all Confidential Information with respect to each other party hereto as confidential and shall not disclose any of Seller the Confidential Information with respect to such other party to anyone other than their Representatives or use Confidential Information with respect to such other party other than in connection with the Transactions, in each case without the prior written approval of such other party. (c) If, for any reason, this Agreement is terminated pursuant to Article 10, each party hereto shall either return or destroy all Confidential Information with respect to each other party hereto (and Hall shallall copies thereof) furnished to them by or on behalf of such party or its respective Representatives, except that each of the parties hereto may retain one copy of any Confidential Information with respect to each other party hereto in its legal files, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion may retain copies of such information which Seller created as a result of automatic electronic back-up procedures, in each case subject to the confidentiality obligations set forth in Section 5.5(b) and that any of the parties’ internal notes, analyses or Hall is advised by its counsel similar proprietary materials may be retained subject to the confidentiality obligations set forth in writing is legally required to be disclosed; providedSection 5.5(b) or, howeverat such party’s option, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationdestroyed.

Public Announcements; Confidentiality. From and after the Closing, (ai) Unless otherwise required by applicable Law or by the rules of the Stock Exchange, each Party and Hall Seller shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure press release or public announcements or otherwise communicate announcement with any news media respect to the transactions contemplated hereby without the prior written consent of Seller Purchaser and (ii) Purchaser in shall not make any press release or public announcement with respect of this Agreement and the other Transaction Documents or to the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is except as required by applicable Law, such Party Law or Hall the regulations of any applicable securities exchange (as applicable) shall promptly notify and after giving Seller reasonable advance notice and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required the opportunity to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationprovide its comments thereto). The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their its respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The parties acknowledge that any confidentiality or non-disclosure agreements executed prior to the date hereof by and between Seller and Purchaser or their respective Affiliates (or investment bankers representing them) are hereby terminated, without further action required by any party thereto.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law No Party (or by the rules any of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, ) shall make any disclosure press release or other public announcements announcement regarding the existence of this Agreement, the contents hereof, or otherwise communicate with any news media the transactions contemplated hereby without the prior written consent of Seller the other Party (collectively, the "Public Announcement Restrictions"). The Public Announcement Restrictions shall not restrict disclosures to the extent (i) necessary for a Party to perform this Agreement (including disclosures to Governmental Authorities, or as reasonably necessary to provide notices, seek waivers, amendments or consents), (ii) required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Party or its respective Affiliates, (iii) made to Representatives, or (iv) that such Party has given the other Party a reasonable opportunity to review such disclosure prior to its release and Purchaser in respect no objection is raised. In the case of the disclosures described under subsections (i) and (ii) of this Agreement and Section 6.5(a), each Party shall use its reasonable efforts to consult with the other Transaction Documents Party regarding the contents of any such release or announcement prior to making such release or announcement. (b) The Parties shall treat as confidential all information and data (i) relating to the existence of this Agreement, including the Exhibits hereto, the contents hereof or thereof, or the transactions contemplated hereby and thereby thereby, or (ii) that is or was (at any point) subject to restrictions on disclosure (including, for the avoidance of doubt, any information made available to Purchasers by or on behalf of Sellers or their Representatives prior to Closing) strictly confidential, except (A) for disclosures to Representatives of the Parties (in which event, the disclosing Party will be responsible for making sure that the Representatives keep such information and data confidential), (B) as required to perform this Agreement, (C) to the extent expressly contemplated by this Agreement (including price and termsin connection with the resolution of disputes hereunder), (D) for disclosures that are required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates, (E) for disclosures to Governmental Authorities as required by Law, (F) information which the non-disclosing party knew or to which the non-disclosing party had access prior to disclosure, provided that the source of such information is not known by the non-disclosing to be bound by a confidentiality obligation to the disclosing party, or (G) as to any information or data that is or becomes available to the public other than through the act or omission of such Party or its Representatives in violation of this Section 6.5(b); provided, howeverthat, that this restriction shall not apply prior to making any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in permitted under subsection (A) above, the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of disclosing such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, obtain an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded undertaking of confidentiality from the Person receiving such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (bc) From Each Seller hereby acknowledges that it is aware that the federal and after the Closingstate securities laws prohibit any person who has material, each non-public information about a company from purchasing or selling securities of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose such a company or provide access from communicating such information to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show person under circumstances in which it is reasonably foreseeable that such information: (i) person is generally available likely to and known purchase or sell such securities. Nothing herein shall preclude disclosure of the confidential information or trading thereon after public disclosure of the confidential information is made by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationPurchaser.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law Any report, statement or by press release with respect to the rules of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect execution of this Agreement shall be a joint press release to be reasonably agreed upon by Seller and the other Transaction Documents Buyer prior to such report, statement or the transactions contemplated hereby and thereby press release being issued or publicized by either Party, their respective Affiliates, directors, officers, managers, employees, accountants, advisors (including price financial advisors and termsbrokers), attorneys, consultants or other agents (collectively “Representatives”); provided, however, that this restriction shall not apply nothing herein will prohibit any Party from issuing or causing the publication of any such press release or public announcement to any disclosures the extent that Purchaser such disclosure is, based on the advice of legal counsel, required by Law or its Affiliates Order, in which case the Party making such determination will, if practicable under the circumstances, use reasonable efforts to allow the other Party reasonable time to comment on such release or their agents or representatives reasonably determine are required to be included announcement in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any advance of its Affiliatesissuance or publication. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each the Parties and their respective Affiliates agree to keep the terms and existence of this Agreement confidential, except to the extent permitted under this Section 7.2, as may be required to enforce the terms of this Agreement or for purposes of compliance with financial reporting obligations; provided, that, the Parties and their respective partners, members and stockholders may disclose such terms to their respective partners, members, stockholders, investors and Representatives as necessary in connection with the ordinary conduct of their respective businesses. (b) Upon the Closing, the Parties agree that the NDA shall hereby be automatically terminated and shall be of no further force or effect. For the three (3)-year period following the Closing, Seller and Hall shallshall hold, and shall use its commercial reasonable efforts to cause their respective Affiliatesits Representatives to hold, agents, representatives, and professionals to, hold in confidence (and not to disclose or provide access to any other Person) party, and not useto use for any purpose other than as expressly required by Law, Order or by this Agreement or in connection with enforcement of its rights under this Agreement, any and all confidential or and proprietary information, whether written or oral, concerning the Company, the Refinery or the Business, except to the extent that Seller or Hall can show that such information: information (i) is generally available to and known by the public through no fault of any of Seller or any of their respective Affiliates or representatives; its Representatives or (ii) was is lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives its Representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled Representatives are required to disclose any information subject to this Section 7.2(b) by judicial Law or administrative process or by other requirements of LawOrder, Seller or Hall shall promptly notify Purchaser Buyer in writing writing, and Seller shall disclose only that portion of such information which Seller or Hall is advised by its legal counsel in writing is legally required to be disclosed; provided, however, provided that Seller shall use commercially reasonable its commercial best efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, obtain an appropriate protective Order order or other reasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules of the Stock Exchange, each No Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure press release or other public announcements announcement regarding the existence of this Agreement, the contents hereof or otherwise communicate with any news media the transactions contemplated hereby without the prior written consent of Seller and Purchaser in respect of the other Party, except that the foregoing shall not restrict disclosures to the extent (i) necessary for a Party to perform this Agreement and (including disclosures to Governmental Bodies or Third Parties holding preferential rights to purchase, rights of consent or other rights that may be applicable to the transactions contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents) or (ii) required by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates, provided, that, in each case, each Party shall consult with the other Transaction Documents Party regarding the contents of any disclosure regarding the execution of thisAgreement or Closing of the transactions contemplated hereby prior to making such disclosure, and thereby (including price and terms); provided, however, that this restriction each Party shall not apply use its reasonable efforts to consult with the other Parties regarding the contents of any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingdisclosure. (b) From Each Party shall not, and shall cause its Affiliates not to, at any time after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access use any Confidential Information, except for the disclosure or use of such Confidential Information as may be (i) required by Law (but only to the extent so required) or the rules or regulations of any trading market having jurisdiction over a Party’s securities, (ii) authorized in writing by the other PersonParty or (iii) and not usemade in connection with enforcing a Party’s rights under this Agreement. For purposes of this Agreement, any and the term “Confidential Information” means all confidential or proprietary informationinformation or knowledge belonging to, whether written used by or oral, concerning that is in the Business, except possession or control of the Parties or their respective Affiliates that has been provided to the extent other Party in connection with the transactions contemplated hereby, and in each case, each Party hereto hereby stipulates to the confidentiality and materiality of such Confidential Information. Notwithstanding anything to the contrary contained in the preceding sentence, the term “Confidential Information” shall exclude any information that Seller or Hall can show that such information: (iA) is generally available to and known by the public through no fault wrongful act of Seller or on behalf of the receiving Party; (B) becomes known to the receiving Party after Closing by disclosure from a third party who the receiving Party reasonably believes is under no obligation or duty of secrecy with respect to such information (excluding any employee, agent, representative, vendor, customer or other Person with a contractual or business relationship with the disclosing Party); (C) was, at the time of their respective Affiliates or representativesdisclosure to the receiving Party, already known by the receiving Party; or (iiD) was lawfully acquired is independently ascertained or developed by Seller and Hall or for the receiving Party without use of or reference to such information. In the event that a receiving Party is required (by oral question or request for information or documents in any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled Action) to disclose any information by judicial Confidential Information, such Party shall notify the disclosing Party promptly (which notification shall include the nature of the legal requirement and the extent of the required disclosure) of the request or administrative process requirement so that the disclosing Party may seek an appropriate protective order or by waive compliance with the provisions of this Section 6.3(b). The receiving Party must reasonably cooperate with the disclosing Party (at the disclosing Party’s sole cost and expense) to obtain a protective order or other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing confidential treatment and shall disclose only that portion portion, if any, of such information which Seller or Hall the Confidential Information as is advised required by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationLaw.

Public Announcements; Confidentiality. (a) Unless otherwise The parties agree to consult with each other before issuing or making (and the Company agrees to cause the other Acquired Companies to consult with Parent, Purchaser and Merger Sub), and shall mutually agree upon the content and timing of, any press release or any public statement with respect to this Agreement or the transactions contemplated hereby and, except for any press releases and public statements the making of which is or is reasonably believed to be required by applicable Applicable Law or by any listing agreement with any national securities exchange (in which case, the rules party proposing to issue such press release or make such public announcement shall to the extent reasonably permissible under such Applicable Law or listing agreement and reasonably practicable under the circumstances consult in good faith with the other party before issuing any such press release or making any such public announcement), will not issue any such press release or make any such public statement prior to such consultation and agreement. (b) The terms of the Stock ExchangeConfidentiality Agreement shall continue in full force and effect up to the Closing in accordance with its terms (and any information shared under Section 6.02 shall be subject to the Confidentiality Agreement) and are incorporated by reference herein. Except as required by Applicable Law or any listing agreement with any national securities exchange, each Party and Hall party hereto shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without maintain the prior written consent confidentiality of Seller and Purchaser in respect the terms of this Agreement and the other Transaction Documents or and the transactions contemplated hereby and thereby (including price thereby. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and terms)effect. At the Closing, each of Parent and PEG Holdings shall cause the Confidentiality Agreement to be terminated with respect to information to the extent relating to the Acquired Companies; provided, however, that this restriction shall not apply to any disclosures Parent and the Surviving Company acknowledge that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except information provided to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller them or any of their respective Representatives by any Unitholder or its Representatives to the extent relating exclusively to any Unitholder or its Affiliates or representatives; or (ii) was lawfully acquired by Seller shall remain subject to the terms and Hall or any conditions of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationConfidentiality Agreement.

Public Announcements; Confidentiality. (a) Unless otherwise The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Earthstone and Independence. Thereafter, Independence shall not issue any press releases or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the express written consent of Earthstone (which consent shall not be unreasonably withheld, conditioned or delayed) and Earthstone shall not issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior consent of Independence (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or by any applicable listing agreement with the rules NYSE as determined in the good faith judgment of Earthstone (in which case Earthstone shall not issue or cause the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure publication of such press release or other public announcements or otherwise communicate announcement without prior consultation with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and termsIndependence); provided, however, that each Party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Earthstone or Independence in compliance with this restriction Section 5.3. (b) Notwithstanding anything in Section 5.3(a) to the contrary, the Parties shall not apply keep all information and data relating to this Agreement and the transactions contemplated hereby strictly confidential except for disclosures to Representatives of the Parties and any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosedperform this Agreement; provided, however, that the foregoing shall not restrict disclosures that (i) are necessary for a Party to perform this Agreement (including such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able disclosure to seek to obtainGovernmental Bodies, an appropriate protective Order rights of consent or other reasonable assurance rights that confidential treatment will may be accorded applicable to the transactions contemplated by this Agreement as is reasonably necessary to provide notices, seek waivers, amendments or termination of such information. The Confidentiality Agreementrights, to which an Affiliate or seek such consents); (ii) are required (upon advice of Purchaser and Seller are parties, dated February 15, 2017 (counsel) by applicable securities or other Laws or the “Confidentiality Agreement”), shall terminate as applicable rules of Closing. (b) From and after any stock exchange having jurisdiction over the Closing, each of Seller and Hall shall, and shall cause Parties or their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (iiiii) was lawfully acquired by Seller and Hall or any are otherwise subject to an undertaking of their respective Affiliates or representatives confidentiality from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing each Person receiving such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled in form reasonably acceptable to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationthe non-disclosing Parties.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules of the Stock ExchangeLaw, each no Seller Party and Hall shall notshall, and each Seller Party and Hall shall cause its Affiliates, agents, representatives, representatives and professionals not to, and, prior to the Closing, the Companies shall not, make any disclosure or public announcements in respect of this Agreement or the transactions contemplated hereby (including price and terms) or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of ClosingPurchaser. (b) From and after the Closing, each of Seller and Hall Party shall, and shall cause its respective Affiliates to, hold, and shall use its best efforts to cause its or their respective Affiliatesrepresentatives to hold, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning any Company or the Business, except to the extent that such Seller or Hall Party can show that such information: information (i) is generally available to and known by the public through no fault of any Seller Party or any of their respective Affiliates or representatives; or (ii) was is lawfully acquired by such Seller and Hall Party or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser Purchaser, the Companies, or any Seller Party which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If any Seller Party or any of its respective Affiliates or representatives is are compelled to disclose any information by judicial or administrative process or by other requirements of Law, such Seller or Hall Party shall promptly notify Purchaser in writing and shall disclose only that portion of such information which such Seller or Hall is advised by its counsel in writing Party is legally required to be discloseddisclosed as advised by counsel in writing; provided, however, that each Seller Party shall use commercially reasonable best efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, obtain an appropriate protective Order order or other reasonable assurance that confidential treatment will be accorded afforded such information.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect of this This Agreement and the terms hereof shall be kept confidential except as may, in the reasonable judgment of any party hereto be required by any applicable Law, including any federal securities Laws. If any party hereto concludes that disclosure is required, it shall provide each other Transaction Documents party with a reasonable opportunity to discuss the nature of the requirement and to review the disclosure before it is made. The party making the disclosure shall have the right to make the disclosure in a manner satisfactory in terms and in substance to such party in its sole and absolute discretion to the extent it has been advised by its counsel that such form and content of the disclosure is required. Except as otherwise provided herein, each party hereto shall not otherwise disclose to any Person the nature or progress of the transactions contemplated hereby and thereby (including price and terms); provided, however, that pursuant to this restriction shall not apply Agreement or the contents of any information provided to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included such party in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion anticipation of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingtransactions. (b) From It is understood by the parties hereto that the information, documents and after instruments delivered to Buyer by Seller or Seller's agents and the Closinginformation, documents and instruments delivered to Seller by Buyer or Buyer's agents are of a confidential and proprietary nature. Each of the parties hereto agrees that both prior and subsequent to Closing they will maintain the confidentiality of all such Confidential Information, documents or instruments delivered to them by each of Seller the other parties hereto or their agents in connection with the negotiation of this Agreement or in compliance with the terms, conditions and Hall shallcovenants hereof and only disclose such information, documents and shall cause instruments to their respective Affiliatesduly authorized officers, directors, representatives and agents. Each of the parties hereto further agrees that if the transactions contemplated hereby are not consummated, representatives, they will return all such documents and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any instruments and all confidential or proprietary information, whether written or oral, concerning the Business, except copies thereof in their possession to the extent other party to this Agreement. Each of the parties hereto recognizes that any breach of this section would result in irreparable harm to the other parties to this Agreement and their Affiliates and that therefore either Seller or Hall can show that Buyer shall be entitled to an injunction to prohibit any such information: breach or anticipated breach, without the necessity of posting a bond, cash or otherwise, in addition to all of their other legal and equitable remedies. Nothing in this section, however, shall prohibit the use of such Confidential Information, documents or information for the purpose of securing financing to enable Buyer to effect the purchase pursuant hereto or such governmental filings as in the mutual opinion of Buyer's and Seller's counsel are (i) is generally available to and known required by the public through no fault of Seller Law or any of their respective Affiliates or representatives; governmental regulations or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationotherwise appropriate.

Public Announcements; Confidentiality. (a) Unless otherwise The parties agree to consult with one another before issuing any press release, having any communication with the press (whether or not for attribution) or making any other public statement, or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated hereby. Without limiting the foregoing, except for any press release or other public statement required by applicable Law (including securities laws and regulations of the Securities and Exchange Commission and any rules or regulations applicable to the listing or quoting of the securities of either party or any of its Affiliates on any stock or securities exchange), advance notice of which shall be provided to the other party to the extent practicable, and subject to any requirements or requests of CMS or any other Governmental Authority, (i) each party agrees that it shall not, and shall not permit any of its Affiliates to, issue any press release, have any communication with the press (whether or not for attribution) or make any other public statement, or schedule any press conference or conference call with investors or analysts, in each case with respect to this Agreement or the transactions contemplated hereby, without the prior written consent of the other party, and (ii) each party shall, and shall cause its Affiliates to, keep the terms of this Agreement confidential and not disclose such terms to any third party, without the prior written consent of the other party. (b) The parties agree that (i) from the date hereof until the Closing, each of the Confidentiality Agreement dated as of June 20, 2016 between Purchaser and Seller and the Clean Team Agreement dated as of June 24, 2016 between Purchaser and Seller (together, the “Confidentiality Agreements”) shall remain in full force and effect, and (ii) upon the Closing, each of the Confidentiality Agreements (but not, for the avoidance of doubt, Section 5.06(a)) shall terminate solely to the extent relating to the Purchased Assets; provided that, if this Agreement is terminated prior to the Closing, then each of the Confidentiality Agreements shall continue in full force and effect in accordance with its terms. (c) Notwithstanding anything to the contrary contained herein, subject to applicable Law and any requirements or requests of CMS, as applicable, (i) each party and its Affiliates shall be permitted to make such disclosures to Governmental Authorities as are reasonably necessary to obtain the Consents of Governmental Authorities contemplated by Section 6.01(b) and Section 6.01(c), subject to the parties’ compliance with their obligations under Section 5.03), (ii) Seller and its Affiliates shall be permitted to make such disclosures to Governmental Authorities as are reasonably necessary to obtain any Consents of Governmental Authorities required for the consummation of the Humana Acquisition and (iii) Seller and its Affiliates shall be permitted to make such disclosures with respect to this Agreement and the transactions contemplated hereby as Seller deems appropriate to Humana or any of its Affiliates. (d) Following the Closing Date, neither Seller nor any of its Affiliates or Representatives will disclose or make use of any confidential or non-public information pertaining to Purchaser or its Affiliates, the Purchased Assets (including any books, records or data), the Conveyed Medicare Advantage Contracts, and the terms of this Agreement and the Transaction Documents, in each case, that was made available to or to which Seller or any of its Affiliates or Representatives had access to on or prior to the Closing Date, except (a) to the extent that such information shall have become generally available to the public other than by breach of this Agreement by Seller or any of its Affiliates or Representatives, (b) to the extent that disclosure of such information is required by applicable Law or by the rules rules, instruction or order of the Stock Exchangeany self-regulatory organization, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives Representatives is compelled requested or required by a Governmental Authority or in connection with any Action to make such disclosure (but only after Purchaser, to the extent reasonably practicable under the circumstances, has been provided with reasonable notice and opportunity to take action against any such disclosure), (c) in connection with the prosecution or defense of any claim or potential claim made or proposed to be made in connection with this Agreement or the agreements contemplated hereby or (d) in connection with the performance of any Transaction Document. (e) If Purchaser determines that it is required to publicly file or otherwise disclose the Administrative Services Agreement pursuant to the U.S. securities laws or the regulations of the Securities and Exchange Commission, (i) Purchaser and Seller shall reasonably cooperate with respect to the preparation of (including Purchaser providing Seller a reasonable opportunity to review and comment on), and Purchaser shall file, an application with the Securities and Exchange Commission for confidential treatment of pricing information and such other information in the Administrative Services Agreement as Purchaser or Seller may conclude is competitively sensitive or otherwise merits confidential treatment, (ii) Purchaser shall include Seller in any information material correspondence (written or oral) with the Securities and Exchange Commission regarding such application for confidential treatment, including in respect of any comment related thereto with respect to Purchaser’s periodic and current reports filed with the Securities and Exchange Commission, and (iii) Purchaser and Seller shall otherwise reasonably cooperate in connection with such application, including by judicial or administrative process or by using good faith efforts to agree upon the portions of the Administrative Services Agreement that will be redacted and for which Purchaser shall request confidential treatment and to coordinate with each other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion with respect to any revisions to the scope of such information which Seller redacted portions requested or Hall is advised required by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, the Securities and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationExchange Commission.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by rule of any applicable securities exchange, no Seller Party shall (and, prior to the rules of the Stock ExchangeClosing, each Party and Hall Purchaser shall not), and each Seller Party and Hall shall cause its Affiliates, agents, representativesrepresentatives and professionals not to (and, prior to the Closing, Purchaser shall cause its Affiliates, agents, representatives and professionals not to), and, prior to the Closing, each Company shall not, make any disclosure or public announcements in respect of this Agreement or the transactions contemplated hereby (including price and terms) or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of ClosingParties. (b) From and after the Closing, each of Seller and Hall Party shall, and shall cause its respective Affiliates to, hold, and shall use its commercially reasonable efforts to cause its or their respective Affiliatesrepresentatives to hold, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning any Company or the Business, except to the extent that such Seller or Hall Party can show that such information: information (i) was required to be disclosed pursuant to judicial or administrative process or by other requirements of Law; (ii) is generally available to and known by the public through no fault of any Seller Party or any of their respective Affiliates or representatives; or (iiiii) was is lawfully acquired by such Seller and Hall Party or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or any Seller Party which are is not known to such Seller Party, or could reasonably expected to be, prohibited from disclosing such information by a legal, contractual or fiduciary party obligation. If any Seller Party or any of its respective Affiliates or representatives is are compelled to disclose any information by judicial or administrative process or by other requirements of Law, such Seller or Hall Party shall promptly notify Purchaser in writing and shall disclose only that portion of such information which such Seller or Hall Party is advised by its their counsel in writing is legally required to be disclosed; provided, however, that such Seller Party shall use commercially reasonable efforts cooperate reasonably with the Purchaser, at the Purchaser’s expense, to obtain, and immediately notify the extent that the Purchaser in writing so that Purchaser shall be able desires to seek attempt to obtain, obtain from any court of competent jurisdiction an appropriate protective Order order or other reasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Unless Sellers and their respective Affiliates shall consult with RAC before issuing any press release or otherwise required by applicable Law making any public statement regarding the terms of this Agreement or by the rules any of the Stock Exchange, each Party and Hall shall nottransactions contemplated by this Agreement, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, issue any such press release or make any disclosure or public announcements or otherwise communicate with any news media such statement without the prior written consent approval of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); providedRAC, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to except as may be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, in which case Sellers and its respective Affiliates shall consult with RAC about, and allow RAC reasonable time to comment on, such Party press release or Hall (as applicable) shall promptly notify Seller and Purchaser announcement in writing and shall disclose only that portion advance of such information which disclosure, and Sellers and their respective Affiliates will consider such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser comments in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closinggood faith. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their its respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall Representative can show that such information: (i) is generally available to and known by the public through no fault of any Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by such Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or any Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If any Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, such Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which such Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that such Seller (or Representative on its behalf) shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an AmericasActive:13598183.18 appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Unless otherwise required Prior to and after the Closing Date, no news release or other public announcement pertaining in any way to the transactions contemplated by applicable Law this Agreement shall be made by Seller. After the Closing Buyer may issue such news release and make such other public announcement as it deems appropriate. Buyer will provide to Seller in advance any press release or by other public communication relating to this Agreement or the rules of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure agreements or public announcements transactions described herein or otherwise communicate with any news media without contemplated hereby. (b) Without the prior written consent of Buyer, Seller and Purchaser their managers, stockholders, directors, officers, employees and representatives shall not, directly or indirectly, disclose to any person (other than attorneys, accountants, or other advisors engaged in connection with the acquisition who need to know such information and who are instructed as to the confidentiality of these matters) the fact that this Agreement has been entered into or any of the terms, conditions or other facts with respect to this Agreement, of the status hereof, or preparations for the acquisition of the Purchased Stock, the Business, or of any discussions among the parties, unless otherwise required by law or judicial or regulatory process. (c) Seller acknowledges that they are aware, and will advise any managers, directors, officers, employees and representatives who are informed of any of the matters which are the subject of this Agreement that United States and state securities laws prohibit any person who has received from an issuer (such as Buyer) material, non-public information of the other Transaction Documents type which is the subject of this Agreement from purchasing or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion selling securities of such information which issuer or from communicating such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access infom1ation to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show person under circumstances in which it is reasonably foreseeable that such information: (i) is generally available to person will purchase or sell such securities. Violations of this prohibition may result in criminal and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationcivil sanctions.

Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by Each of Buyer and Seller shall to the rules of the Stock Exchange, extent reasonably practicable consult with each Party and Hall shall notother before issuing, and provide each Party other a reasonable opportunity to review and Hall shall cause its Affiliatescomment upon, agentsany press release or other public statements with respect to this Agreement, representatives, the Related Agreements and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price thereby, and terms); provided, however, that this restriction shall not apply issue any such press release or make any such public statement prior to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to such consultation, except as may be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Lawlaw, such Party by court process or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required by obligations pursuant to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closingany listing agreement with any national securities exchange. (b) From and after the Closing, each of Seller and Hall shallEach party shall not, and shall cause require that its Affiliates and its and their respective Affiliatesadvisors and distributors do not, agentsuse or reveal or disclose to third parties any Confidential Information of the other party obtained in connection herewith without first obtaining the written consent of the other party, representativesexcept as may be reasonably necessary in performing such party’s obligations or exercising such party’s rights under this Agreement. Notwithstanding the foregoing, each party may disclose any Confidential Information to its Affiliates and its and their advisors, accountants, attorneys, consultants and agents on a need-to-know basis only, and professionals tosuch party shall be responsible for such Persons’ compliance with the provisions of this paragraph with respect thereto. Each party shall take, hold and shall require its Affiliates and its and their advisors, accountants, attorneys, consultants and agents to take, reasonable steps to prevent any unauthorized use or disclosure of any Confidential Information of the other party. The foregoing obligations in confidence (and this Section 8.04(b) shall not disclose or provide access apply to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: information which (i) is generally available to and known by the or becomes a matter of public knowledge through no fault of Seller a party or any of their respective Affiliates or representatives; or Person to whom such party provided such information, (ii) was lawfully acquired is reasonably required to be disclosed in connection with obtaining or maintaining Nascobal Patent Rights and other patent rights or regulatory approvals for the Products, or (iii) is required by Seller and Hall Law or any of their respective Affiliates Governmental or representatives from Regulatory Authority to be disclosed, provided that for disclosures under subclauses (ii) and after (iii) the Closing from sources unrelated disclosing party uses reasonable efforts to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by give the other requirements of Law, Seller or Hall shall promptly notify Purchaser in writing and shall disclose only that portion party advance written Notice of such required disclosure in sufficient time to enable the other party to seek confidential treatment for such information; and provided, further, that such disclosing party limits the disclosure to that information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided. As used herein, however“Confidential Information” means all Know-How and any proprietary or trade secret information or data relating to the Products or such other information that either party identifies to the other in writing as confidential or the nature of which or the circumstances of the disclosure of which would reasonably indicate that such information is confidential. After the Closing, that such transferred Know-How and information shall be deemed Confidential Information of Buyer and Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser maintain the confidentiality thereof in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such informationaccordance with this Section 8.04.

Public Announcements; Confidentiality. (a) Unless otherwise The parties agree to consult with each other before issuing or making (and, prior to the Closing, Seller and each Company agrees to cause the other Acquired Companies to consult with Parent), and shall mutually agree upon the content and timing of, any press release, announcement to employees, customers or suppliers of the Acquired Companies or other public statement with respect to this Agreement or the transactions contemplated hereby and, except for any press releases and public statements the making of which is or is reasonably believed to be required by applicable Applicable Law or by any rules of, or listing agreement with, any national securities exchange (in which case, the party proposing to issue such press release or make such public announcement shall to the extent reasonably permissible under such Applicable Law, rules or listing agreement and reasonably practicable under the circumstances consult in good faith with the other party before issuing any such press release or making any such public announcement), or except to the extent consistent with any prior press release, announcement or public statement previously made in compliance with the terms of this Agreement, will not issue any such press release or make any such public statement prior to such consultation and agreement. (b) The terms of the Stock ExchangeConfidentiality Agreement shall continue in full force and effect up to the Effective Time in accordance with its terms (and any information shared under Section 7.02 shall be subject to the Confidentiality Agreement) and are incorporated by reference herein. Except as otherwise expressly permitted by this Agreement, required by Applicable Law or any listing agreement with any national securities exchange, each Party and Hall party hereto shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without maintain the prior written consent confidentiality of Seller and Purchaser in respect the terms of this Agreement and the other Transaction Documents or and the transactions contemplated hereby and thereby in accordance with the terms and conditions of the Confidentiality Agreement. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, (i) Parent may provide the PIPE Investors and potential investors with a copy of this Agreement and with general information on a confidential basis regarding the subject matter of this Agreement (and with copies of this Agreement), the other agreements contemplated hereby and the transactions contemplated hereby and thereby and (ii) Parent shall be permitted to disclose the terms of this Agreement in connection with any public filing relating to an IPO or SPAC. (c) Seller acknowledges that the success of the Acquired Companies after the Effective Time depends upon the continued preservation of the confidentiality of information regarding the business, operations and affairs of the Acquired Companies (including price trade secrets, confidential information and termsproprietary materials, which may include the following categories of information and proprietary materials: methods, procedures, computer programs and architecture, databases, customer information, lists and identities, employee lists and identities, pricing information, research, methodologies, contractual forms, and other information, whether tangible or intangible); provided, howeverbut, that this restriction shall not apply for the avoidance of doubt, excluding any information exclusively related to any disclosures that Purchaser the STING Wrong Pocket Assets (collectively, the “Confidential Information”) accessed or possessed by Seller and its Affiliates or their agents or representatives reasonably determine are required to be included in and that the Filings or in any offering memorandum or similar document for any equity or debt financing preservation of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion the confidentiality of such information which such Party or Hall is legally required to be disclosed; providedby the Acquired Companies (before the Effective Time), howeverthe Equityholders, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that their respective Affiliates is an essential premise of the transactions contemplated by this Agreement. Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing. (b) From and after the Closing, each of Seller and Hall shallhold, and shall cause their respective Affiliatesits Subsidiaries and Representatives to hold, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) Person or use (other than for the purposes of monitoring or enforcing the rights of Seller or the Equityholders under this Agreement and not usethe agreements ancillary hereto), any and all confidential or proprietary information, whether written or oral, concerning Confidential Information. Parent acknowledges that the Business, except confidentiality obligations set forth herein shall not extend to the extent that Seller or Hall can show that such information: (i) information that is generally available to and known by the public through no fault on the Closing Date, or thereafter becomes available to the public other than as a result of a breach of this Section 10.02 or disclosure by any Equityholder, (ii) any information lawfully in the possession of any Third Party Acquiror free and clear of any obligation of confidence prior to a Seller Change of Control Transaction, other than as a result of disclosure by or on behalf of Seller or any Equityholder, (iii) any information that is independently developed or discovered by any Third Party Acquiror without reference to or knowledge of their respective Affiliates any non-public, confidential or representatives; proprietary information of the Acquired Companies, or (iiiv) was lawfully acquired is rightfully communicated to any Third Party Acquiror by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If another third party (other than Seller or any Equityholder), and free and clear of its respective Affiliates any obligation of confidence and not acquired in any manner directly or representatives is compelled indirectly from Seller or any Equityholder. Notwithstanding the foregoing, any such Person may disclose Confidential Information (i) as and to disclose any information the extent required by judicial or administrative process or by other requirements of Applicable Law, Seller or Hall shall promptly notify Purchaser in writing so long as the disclosing party (A) provides prior written notice thereof to the party whose information will be disclosed and shall disclose only that portion of such information which Seller or Hall is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use (B) uses commercially reasonable efforts to obtainseek a protective order causing such information so disclosed to be kept confidential, and immediately notify Purchaser (ii) to any Affiliate, partner, member or wholly-owned subsidiary of such Equityholder and their respective officers, directors and relevant employees in writing so that Purchaser the ordinary course of business, subject to confidentiality obligations, on a need-to-know basis solely for the purpose of monitoring the return on its investment in the Acquired Companies. Notwithstanding the foregoing or anything in the Confidentiality Agreement to the contrary, Seller shall be able entitled, without being in breach of this Agreement, to seek provide copies of this Agreement (together with all Exhibits hereto, but excluding the Schedules hereto) to obtainits Equityholders. Any information included in the STING Wrong Pocket Assets shall be the confidential information of Seller and shall be maintained in confidence by Parent and its Affiliates and shall not be disclosed to a third party or used for any purpose, an appropriate protective Order or other reasonable assurance except as expressly permitted under this Agreement, without the prior written consent of Seller; provided that confidential treatment will be accorded the exceptions set forth in the third sentence of this Section 10.02(c) shall apply to the disclosure and use of such informationinformation by Parent and its Affiliates, mutatis mutandis.