Common use of Public Announcements Clause in Contracts

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties agree that during the Interim Period no or any of their respective Representatives shall issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of of, prior to the Purchaser and Closing, the Company and SPAC or, after the Closing, the Company; provided, however, that each Party may make any such announcement or other communication (which consent shall not be unreasonably withheld, conditioned i) if such announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case (A) prior to the applicable Closing, the disclosing Party and its Representatives shall use commercially reasonable efforts to allow consult with the other Parties reasonable time Company, if the disclosing party is SPAC, or SPAC, if the disclosing party is any Company Party, to review such announcement or communication and the opportunity to comment onthereon and the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and arrange for any required filing its Representatives shall use commercially reasonable efforts to consult with respect tothe Company and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or announcement other communication previously approved in advance accordance with this Section 5.4 and (iii) subject to the terms of such issuanceSection 5.2, to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the Transactions. (b) The Parties initial press release concerning this Agreement and the transactions contemplated hereby shall mutually agree upon and, be a joint press release in the form agreed by the Company and SPAC prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing on the day thereof. Promptly after the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseAgreement, the Purchaser SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, the Securities Laws, which the Company shall review, have the opportunity to review and comment upon prior to filing and approve SPAC shall consider such comments in good faith. The Company, on the one hand, and SPAC, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andor SPAC, as promptly as practicable after the Closing (but in any event within four (4applicable) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”)) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the issuance of Closing (but in any event within four (4) Business Days after the Closing Press ReleaseClosing), the Purchaser Company shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersequityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, each of the Purchaser and the Company shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Purchaser and the Company reviewing, commenting upon and approving such each other’s Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during that, at any time on or after the Interim Period date hereof and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 or the Share Exchange Closing, no public release, filing or announcement concerning this Agreement or the Ancillary other Transaction Documents or the transactions contemplated hereby or thereby shall be issued by any Party party hereto or any of their Representatives or Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of Acquiror and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party party hereto shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities applicable securities Laws, which shall be subject to the Company shall Company’s review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement)filing. The Parties shall mutually agree upon and, as promptly as practicable after the Closing Combination (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser PubCo shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities all applicable Laws which the Seller Representative both of Acquiror and the Purchaser Representative Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party party hereto to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party of the Company on one hand, and the Acquiror Parties on the other, shall, upon request by any other Partythe other, furnish the Parties other parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party party hereto to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company Seller (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, each of the Purchaser and the Seller shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company Seller shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company Purchaser and the Seller reviewing, commenting upon and approving such each other’s Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties agree that during the Interim Period no or any of their respective Representatives shall issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of of, prior to the Purchaser Closing, each Company Party and Parent or, after the Company Closing, Parent; provided, however, that each Party may make any such announcement or other communication (which consent shall not be unreasonably withheld, conditioned i) if such announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case (A) prior to the applicable Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Company Parties, if the disclosing party is any Parent Party, or Parent, if the disclosing party is a Company Party, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall use commercially reasonable best efforts to allow consult with Parent and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other Parties reasonable time to comment oncommunications contain only information previously disclosed in a public statement, and arrange for any required filing with respect to, such press release or announcement other communication previously approved in advance of such issuanceaccordance with this Section 5.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the transactions contemplated hereby or thereby. (b) The Subject to any applicable Law, the initial press release concerning this Agreement and the transactions contemplated hereby shall be a joint press release in the form agreed by the Company Parties and Parent prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall mutually agree upon and, be released as promptly as reasonably practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing on the day thereof. Promptly after the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseAgreement, the Purchaser Parent shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, the Securities Laws, which the Company Parties shall review, have the opportunity to review and comment upon prior to filing and approve Parent shall consider such comments in good faith. The Company Parties, on the one hand, and Parent, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andor Parent, as promptly as practicable after the Closing (but in any event within four (4applicable) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”)) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the issuance of Closing (but in any event within four (4) Business Days after the Closing Press ReleaseClosing), the Purchaser Parent shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersequityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during Except as required by Applicable Laws (including disclosure requirements of the Interim Period no SEC, TASE or any stock exchange on which securities issued by a Party or its Affiliates are traded), neither Party shall make any public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates subject matter hereof without the prior written consent of the Purchaser other; provided that each Party may make any public statement in response to questions by the press, analysts, investors or those attending industry conferences or financial analyst calls, or issue press releases, so long as any such public statement or press release is not inconsistent with prior public disclosures or public statements approved by the other Party pursuant to this Section 8.5(a) and does not reveal non-public information about the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or other Party. In the event of a public announcement may be required by applicable Law or Applicable Laws, to the rules or regulations of any securities exchangeextent practicable under the circumstances, in which case the applicable Party making such announcement shall use commercially reasonable efforts to allow provide the other Parties reasonable time to comment on, and arrange for any required filing Party with respect to, a copy of the proposed text of such release or announcement sufficiently in advance of the scheduled release to afford such issuanceother Party a reasonable opportunity to review and comment upon the proposed text. (b) The Parties shall mutually agree upon and, as promptly as practicable after will coordinate in advance with each other in connection with the execution filing of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution including redaction of certain provisions of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”Agreement) with any stock exchange on which securities issued by a Party or its Affiliate are traded, and each Party will use reasonable efforts to seek confidential treatment for the Signing Press Release terms proposed to be redacted; provided that each Party will ultimately retain control over what information to disclose to an applicable government body, and provided, further, that the Parties will use good faith efforts to file redacted versions with any governing bodies which are consistent with redacted versions previously filed with any other governing bodies. Other than such obligation, neither Party (nor its Affiliates) will be obligated to consult with or obtain approval from the other Party with respect to any filings to the government body governing a description of stock exchange. (c) Except as expressly permitted in this Agreement or as required by Federal Securities Applicable Laws, which neither Party may use the Company shall reviewother Party’s trademarks, comment upon and approve (which approval shall not be unreasonably withheld, conditioned service marks or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Releasetrade names, or any otherwise refer to or identify that other reportParty in marketing or promotional materials, statementpress releases, filing notice or application made by or on behalf of a Party statements to any Governmental Authority news media or other third party in connection with public announcements, without the transactions contemplated hereby, each Party shall, upon request by any other Party’s prior written consent, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such which that other matters as Party may be reasonably necessary grant or advisable withhold in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyits sole discretion.

Public Announcements. (a) The Parties agree that during the Interim Period no No Party shall issue any press release or otherwise make public release, filing statements or announcement concerning filings with respect to this Agreement or the Ancillary Documents Closing Documents, or the transactions contemplated hereby herein or thereby shall be issued by any Party or any of their Affiliates therein, without the prior written consent of the Purchaser and other Parties (or, in the Company (case of the Purchaser, of the Requisite Vendors, if before the Closing, or the Vendors’ Delegate, if after the Closing) which consent shall not be unreasonably withheld, conditioned withheld or delayed). Notwithstanding the foregoing, except as (i) each Party shall have the right to override such release obligation in order to make any disclosure or announcement may be filing required by under applicable Law Laws or the listing rules or regulations of any securities exchangerecognised stock exchange on which its shares (or the shares of its holding company) are listed or intended to be listed, in which case the applicable Party making any such disclosure shall use commercially reasonable efforts to allow give prior written notice to the other Parties and reasonable time opportunity for the other Parties (for the Vendors, the Requisite Vendors prior to Closing, or after Closing, the Vendors’ Delegate) to review or comment onon the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing), and arrange for if such prior notice is not possible, to give such notice immediately following the making of any required such disclosure or filing with respect to, such release or and (ii) following the public announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (Agreement, the “Closing Press Release”). Promptly after Vendors’ Delegate and Solomon Partners Securities, LLC shall be permitted to announce that it has been engaged to serve as the issuance Vendors’ Delegate and financial advisor to the Corporation, respectively, in connection herewith as long as such announcement does not disclose any of the Closing Press Release, non- publicly announced terms hereof. Schedule 7.5 sets out the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment agreed upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with announcement regarding the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish this Agreement which the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may have agreed will be reasonably necessary issued by the Purchaser or advisable in connection with its Affiliates forthwith after the transactions contemplated hereby, date of this Agreement. Any use of the Purchaser’s or any other report, statement, filing, notice the Parent’s name or application made by or on behalf logo shall require the prior written approval of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyPurchaser.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning So long as this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect to the Ancillary Documents Offer, the Merger or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates this Agreement without the prior written consent of the Purchaser and the Company other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any applicable United States securities exchangeexchange or regulatory or governmental body to which the relevant party is subject, in which case the applicable Party party required to make the release or announcement shall use its commercially reasonable efforts to allow the each other Parties party reasonable time to comment on, and arrange for any required filing with respect to, on such release or announcement in advance of such issuance. . Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (bx) The Parties shall mutually agree upon andmade or proposed to be made by the Company in connection with an Acquisition Proposal, as promptly as practicable after a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the execution of parties regarding this Agreement (but in any event within four (4) Business Days thereafter), issue a or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement (shall not be issued prior to the “Signing Press Release”). Promptly after the issuance approval of each of the Signing Press Release, the Purchaser Company and Parent. The Company shall (i) file a one or more current report reports on Form 8-K (the “Signing Filing”) with the Signing Press Release SEC attaching the announcement press release and a description copy of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon exhibits and approve (which approval shall not be unreasonably withheld, conditioned or delayedii) prior to filing (file a pre-commencement communication on Schedule 14D-9 with the Company reviewing, commenting upon SEC attaching the announcement press release. Parent and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Merger Sub shall file a current report pre-commencement communication on Form 8-K (the “Closing Filing”) Schedule TO with the Closing Press Release and a description SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the Closing parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as required such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Federal Securities Laws which the Seller Representative Parent and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyCompany.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon andupon, and as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement, assuming that the Signing Filing is provided to the Company for its review on the date of the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), to issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during the Interim Period no Neither Party nor their respective Affiliates shall make any public release, filing or announcement concerning regarding this Agreement or disclose the Ancillary Documents terms and conditions of this Agreement or the transactions any other agreements contemplated hereby or thereby shall be issued by to any Third Party or any of their Affiliates without the prior written consent of the Purchaser other Party (not to be unreasonably withheld, delayed or conditioned), except (a) to advisors (including consultants, financial advisors, attorneys and accountants) on a need to know basis, in each case, under circumstances that reasonably protect the Company confidentiality thereof, (b) to the extent such disclosure is required by Applicable Law (including securities laws), (c) to potential acquirers of a majority of the assets of such Party related to this Agreement or equity of such Party in connection with negotiations of definitive agreements so long as the disclosing Party provides the other Party with prior written notice of any such disclosure (a Party shall not be required to disclose the other Person to any such negotiations or the terms of any proposed transaction), (d) those terms and conditions specifically designated for disclosure in that certain memorandum exchanged between the Parties on the Signature Date and referencing this Agreement, or (e) as otherwise mutually agreed by the Parties (which consent agreement shall not be unreasonably withheld, conditioned or delayed), except as delayed and shall take into consideration the need for accuracy and compliance with (i) regulatory guidance documents and (ii) market requirements of the New York Stock Exchange or such release other recognized exchange(s) on which securities of a Party or announcement one of its Affiliates may be required by applicable Law or listed. Notwithstanding the rules or regulations foregoing, (A) without the prior written consent of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment onParty, Pfenex or Hospira may (I) file with the Securities and arrange for any required filing with respect to, such release or announcement in advance of such issuance. Exchange Commission (bthe “SEC”) The Parties shall mutually agree upon and, as promptly as practicable after a Current Report on Form 8-K describing this Agreement and the execution transactions contemplated hereby and (II) file a copy of this Agreement with the SEC as an exhibit to such Current Report on Form 8K or a subsequent periodic report; provided, that the Parties shall consult with each other so as to minimize the necessary disclosure and shall seek confidential treatment of such portions of this Agreement and the terms and conditions thereof as agreed upon by the Parties and permitted under Applicable Laws; and (but in any event within four (4B) Business Days thereafter), the Parties agree to issue a joint press release announcing the execution of this Agreement (Agreement, which is attached hereto as Exhibit B. Thereafter, Pfenex and Hospira may each disclose to Third Parties the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report information contained in such Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing without the consummation of need for further approval by the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Subject to Section ‎6.5 and Section ‎6.6, none of the Parties agree that during the Interim Period no or any of their respective Representatives shall issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or Transactions prior to the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates Closing without the prior written consent of the Purchaser and Parent, the Company and CCTS; provided, however, that each Party may make any such announcement or other communication (which consent shall not be unreasonably withheld, conditioned i) if such announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case the applicable disclosing Party and its Representatives shall use reasonable best efforts to consult with Parent and the Company, if the disclosing party is CCTS, or CCTS, if the disclosing party is the Company or Parent, to review such announcement or communication and provide the opportunity to comment thereon, and the disclosing Party shall use commercially reasonable efforts consider such comments in good faith, (ii) to allow the extent such announcements or other Parties reasonable time to comment oncommunications contain only information previously disclosed in a public statement, and arrange for any required filing with respect to, such press release or announcement other communication previously approved in advance of such issuanceaccordance with this Section ‎6.4(a) and (iii) to Governmental Entities or other Persons in connection with any Consents required to be made or obtained under this Agreement, the Ancillary Documents or in connection with the Transactions. (b) The Parties initial press release concerning this Agreement and the Transactions shall mutually agree upon andbe a joint press release in the form agreed by the Company, Parent and CCTS prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing on the day thereof. Promptly after the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseAgreement, the Purchaser CCTS shall file with the SEC a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, Securities Laws, which the Company and Parent shall review, have the opportunity to review and comment upon prior to filing and approve CCTS shall consider such comments in good faith. The Company, on the one hand, and CCTS, on the other hand, shall, prior to the Closing, mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayeddelayed by either the Company, Parent or CCTS, as applicable) prior to filing a press release announcing the consummation of the Transactions (with the Company reviewing“Closing Press Release”), commenting upon and approving such Signing Filing in any event no later than and, on the third (3rd) Business Day after Closing Date, the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable cause the Closing Press Release to be released. Promptly after the Closing (but in any event within four (4) Business Days thereafterafter the Closing Date), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press ReleaseHoldco, the Purchaser Parent and CCTS shall file with the SEC a current report on Form 6-K and Form 8-K K, respectively (the “Closing Filing”) with the Closing Press Release and Release, a description of the Closing as and the other information required by Federal Securities Laws Laws, which Holdco, Parent and CCTS shall have the Seller Representative and the Purchaser Representative shall opportunity to review, comment upon prior to the Closing, and approve consent to the filing, of the Closing Filing, which shall be mutually agreed upon by the Company, Parent and CCTS prior to the Closing (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filingdelayed by either the Company, Parent or CCTS, as applicable). In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersequityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during have agreed upon the Interim Period no content of a press release which shall be issued substantially in the form attached hereto as Schedule 7.4, the release of which the Parties shall coordinate in order to accomplish such release promptly following delivery by Receptos of the written notification and supporting documentation contemplated by Section 10.3.1. Neither Party shall issue any other public announcement, press release, filing or announcement concerning other public disclosure regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates its subject matter (“Public Disclosure”) without the other Party’s prior written consent consent, except for any such disclosure that is, in the opinion of the Purchaser and the Company (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as such release or announcement may be required by applicable Applicable Law or the rules of a stock exchange or regulations securities listing organization on which the securities of any securities exchangethe disclosing Party are listed (or to which an application for listing has been submitted) (“Required Public Disclosure”). In the event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange or securities listing organization on which case the applicable its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall use commercially reasonable efforts submit the proposed disclosure in writing to allow the other Parties Party as far in advance as reasonably practicable (and to the extent possible, at least *** Business Days prior to the anticipated date of disclosure) so as to provide a reasonable time opportunity to comment on, thereon. In the event a Party wishes to make a Public Disclosure that includes both Required Public Disclosures and arrange for any required filing with respect toother Public Disclosures, such release Party shall follow the aforementioned procedure for a Required Public Disclosure, provided that (i) the disclosing Party shall expressly distinguish in writing between which disclosures are Required Public Disclosures and those that are not and (ii) the disclosing Party must obtain the other Party’s prior written consent regarding the part of the Public Disclosure that is not considered a Required Public Disclosure. Notwithstanding the foregoing, Receptos, its Sublicensees and the respective Affiliates of Receptos and its Sublicensees shall have the right to publicly announce, make a press release, or announcement make other public disclosures of development activities or information regarding the Licensed Compound in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of Lead Indication pursuant to the Development Plan and Budget and this Agreement (but in any event within four including with respect to status, regulatory matters, timeline, budget and results of operations); provided (4i) Business Days thereafter), issue a press release announcing such disclosure is subject to the execution provisions of this Agreement Sections 7.1 through 7.3 with respect to Confidential Information of AbbVie and (the “Signing Press Release”). Promptly after the issuance ii) no use of the Signing Press Release, the Purchaser shall file a current report on Form 8-K name of AbbVie (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Releaseinsignia, or any other reportcontraction, statement, filing notice abbreviation or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyadaptation thereof) occurs without AbbVie’s prior written permission.

Public Announcements. (a) The Parties agree that during public disclosure to be made by any of the Interim Period no public releaseparties accompanying the announcement of the Contemplated Transactions, filing or announcement concerning this Agreement or including, among other things, the Ancillary Documents or the transactions contemplated hereby or thereby shall initial press release to be issued by any Party or any of their Affiliates without with respect to the prior written consent Contemplated Transactions, the description of the Purchaser Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the Company (which consent shall not be unreasonably withheldHSR Act, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations description of the Contemplated Transactions for purposes of any securities exchangefilings to be made with the Securities and Exchange Commission (including, in which case without limitation, an amendment to GE's Schedule 13D relating to the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment onLM Common Stock, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (relating to the “Signing Filing”) Contemplated Transactions to be filed by LM, together with the Signing Press Release initial press release, and a description the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of this Agreement Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Federal Securities LawsApplicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which the Company shall review, comment upon and approve (which approval shall consent will not be unreasonably withheld, conditioned withheld or delayed) prior , except that no such consent shall be required to filing (the extent that such press release or public statement is consistent with the Company reviewingpublic disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, commenting upon and approving such Signing Filing in GE agrees to respond to any event no later than written request from LM for GE's consent to additional or modified disclosure to be made concerning the third (3rd) Contemplated Transactions within one Business Day after following GE's receipt of LM's written request, which shall include a copy of the execution relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as case may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebybe.

Public Announcements. (a) The Parties agree that during the Interim Period no Neither Party shall issue any other public announcement, press release, filing or announcement concerning this other public disclosure regarding the Exclusive License Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates its subject matter (“Public Disclosure”) without the other Party’s prior written consent consent, except for any such disclosure that is, in the opinion of the Purchaser and the Company (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as such release or announcement may be required by applicable Applicable Law or the rules of a stock exchange or regulations securities listing organization on which the securities of any securities exchange, in the disclosing Party are listed (or to which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange an application for any required filing with respect to, such release or announcement in advance of such issuance. listing has been submitted) (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press ReleaseRequired Public Disclosure”). Promptly after In the issuance event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange or securities listing organization non which its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and to the extent possible, at least *** Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. In the event a Party wishes to make a Public Disclosure that includes both Required Public Disclosures and other Public Disclosures, such Party shall follow the aforementioned procedure for a Required Public Disclosure, provided that (i) the disclosing Party shall expressly distinguish in writing between which disclosures are Required Public Disclosures and those that are not and (ii) the disclosing Party must obtain the other Party’s prior written consent regarding the part of the Signing Press ReleasePublic Disclosure that is not considered a Required Public Disclosure. Notwithstanding the foregoing, Receptos and its Sublicensees and their respective Affiliates shall have the Purchaser shall file right to publicly announce, make a current report on Form 8-K press release, or make other public disclosures of the development or commercial activities or information regarding the Licensed Compound and Licensed Products (including with respect to status, regulatory matters, timeline, budget and results of operations); provided (i) such disclosure is subject to the “Signing Filing”) with the Signing Press Release and a description provisions of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon Article 8 with respect to Confidential Information of AbbVie and approve (which approval shall not be unreasonably withheld, conditioned or delayedii) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation use of the transactions contemplated by this Agreement name of AbbVie or its Affiliates (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Releaseinsignia, or any other reportcontraction, statement, filing notice abbreviation or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyadaptation thereof) occurs without AbbVie’s prior written permission.

Public Announcements. (a) The Parties agree that during that, at any time on or after the Interim Period date hereof and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 or the Merger Closing, no public release, filing or announcement concerning this Agreement or the Ancillary other Transaction Documents or the transactions contemplated hereby or thereby Transactions shall be issued by any Party or any of their Representatives or Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of SPAC and the Group Companies, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities applicable securities Laws, which shall be subject to the Company shall Company’s review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement)filing. The Parties shall mutually agree upon and, as promptly as practicable after the Merger Closing Date (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser PubCo shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Merger Closing as required by Federal Securities all applicable Laws which the Seller Representative SPAC and the Purchaser Representative Group Companies shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyTransactions, each Party of the Group Companies on one hand, and SPAC on the other, shall, upon request by any other Partythe other, furnish the Parties other parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated herebyTransactions, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated herebyTransactions.

Public Announcements. (a) The Parties agree that during Acquiror shall promptly, but no later than three days following the Interim Period no public releaseeffective date of this Agreement, filing or announcement concerning issue a press release disclosing the transactions contemplated hereby. Between the date of this Agreement and the Closing Date, the Company and the Acquiror shall consult with each other in issuing any other press releases or otherwise making public statements or filings and other communications with the Ancillary Documents Commission or any regulatory agency or stock market or trading facility with respect to the transactions contemplated hereby and neither party shall issue any such press release or thereby shall be issued by otherwise make any Party such public statement, filings or any of their Affiliates other communications without the prior written consent of the Purchaser and the Company (other, which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as such release or announcement may that no prior consent shall be required if such disclosure is required by applicable Law or the rules or regulations of any securities exchangelaw, in which case the applicable Party disclosing party shall use commercially reasonable efforts to allow provide the other Parties party with prior notice of such public statement, filing or other communication and shall incorporate into such public statement, filing or other communication the reasonable time to comment oncomments of the other party. After the Closing Date, the Acquiror shall consult with the Acquiror Nominees in issuing any press releases or otherwise making public statements or filings and arrange for other communications with the Commission or any required filing regulatory agency or stock market or trading facility with respect to, to the transactions contemplated hereby and the Acquiror shall not issue any such press release or announcement in advance of otherwise make any such issuance. (b) The Parties shall mutually agree upon andpublic statement, as promptly as practicable after filings or other communications without the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance prior written consent of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities LawsAcquiror Nominees, which the Company shall review, comment upon and approve (which approval consent shall not be unreasonably withheld, conditioned withheld or delayed) , except that no prior to filing (with the Company reviewing, commenting upon and approving consent shall be required if such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as disclosure is required by Federal Securities Laws law, in which case the Seller Representative and Acquiror shall provide the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) Acquiror Nominees with prior to filing. In connection with the preparation notice of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, such public statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers communication and equity holders, and shall incorporate into such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, public statement, filing, notice filing or application made by or on behalf other communication the reasonable comments of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyAcquiror Nominees.

Public Announcements. (a) The Parties agree that during Parent and Buyer, on the Interim Period no public one hand, and the Company, on the other hand, shall consult with one another prior to issuing, and provide each other with the opportunity to review and comment upon, any press release, filing public announcement, public statement or announcement concerning other public disclosure with respect to this Agreement or the Ancillary Documents Transactions and shall not issue any such press release, public announcement, public statement or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates other public disclosure prior to such consultation without the prior written consent of the Purchaser and the Company other Parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or by the rules or and regulations of any securities exchange, the NYSE (in which case event Parent and Buyer, on the applicable Party shall use commercially reasonable efforts to allow one hand, and the Company, on the other Parties hand, shall endeavor, on a basis reasonable time under the circumstances, to provide a meaningful opportunity to Parent and Buyer or the Company, as applicable, to review and comment onupon such press release, public announcement, public statement or other public disclosure in advance and shall give due consideration to all reasonable additions, deletions or changes suggested thereto); provided that, (a) each of the Company, on the one hand, and arrange for any required filing Parent and Buyer, on the other hand, may make press releases, public announcements, public statements or other public disclosures concerning this Agreement or the Transactions that consist solely of information previously disclosed in previous press release, public announcement, public statement or other public disclosure made by Parent, Buyer or the Company in compliance with respect to, such release or announcement in advance of such issuance. this Section 7.04 and (b) each of the Company, on the one hand, and Parent and Buyer, on the other hand, may make any press release, public announcement, public statement or other public disclosure in response to questions by the press, investors or analysts or those participating in investor calls or industry conferences, so long as such statements consist solely of information previously disclosed in previous press releases, public announcements, public statements or other public disclosures made by Parent, Buyer or the Company in compliance with this Section 7.04. The Parties shall mutually agree to issue the previously agreed upon and, as promptly as practicable after the execution form of this Agreement (but in any event within four (4) Business Days thereafter), issue a joint press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after promptly following the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after that (i) the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation obligations of the transactions contemplated by Company under this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Section 7.04 shall file a current report on Form 8-K (the “Closing Filing”) terminate only with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party respect to any Governmental Authority or other third party matter reflecting the Company Recommendation at such time as the Company Board makes a Company Adverse Recommendation Change in connection with a Superior Proposal or Company Intervening Event and (ii) the transactions contemplated hereby, each Party shall, upon request by obligations of Parent under Section 7.04 shall terminate only with respect to any other Party, furnish matter reflecting the Parties with all information concerning themselves, their respective directors, officers and equity holders, and Parent Recommendation at such other matters time as may be reasonably necessary or advisable the Parent Board makes a Parent Adverse Recommendation Change in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyParent Intervening Event.

Public Announcements. (a1) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby Purchaser shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release (the “Press Release”) announcing the execution and delivery of this Agreement Agreement, (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the 2) Purchaser shall file a current report Current Report on Form 8-K (the “Signing FilingForm 8-K”) with reporting the Signing Press Release and a description of entry into this Agreement and appending as required by Federal Securities Lawsexhibits this Agreement and the Press Release, which (3) Purchaser shall file the Company shall reviewRegistration Statement (as defined below) along with a preliminary prospectus supplement thereto, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter)TRT shall file an amendment to the Schedule 13D/A filed on July 17, issue a press release announcing 2012 reporting the consummation of the transactions contemplated by entry into this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (K, and the amendment to Schedule 13D/A, the “Closing FilingDisclosure Materials”) , amending any applicable items to confirm its obligations under this Agreement, and appending this Agreement as an exhibit thereto, and the party filing and/or disseminating the applicable Disclosure Materials shall deliver a draft thereof to the other party in advance of filing such materials with the Closing Press Release SEC or disseminating same (whichever occurs earlier) in order to permit the other party and its counsel with a description reasonable opportunity to review and comment on such materials, which comments, to the extent deemed to be reasonable and appropriate by the party filing or disseminating such materials (acting in good faith), will be incorporated into such materials prior to the filing of such materials with the SEC and/or the dissemination of the Closing as required by Federal Securities Laws which same. Except for the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation filing and/or disseminating of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party Disclosure Materials in accordance with this Section 4.1 and except as reasonably necessary in connection with the transactions contemplated herebySecondary Offering, each Party shallno party hereto shall make any public announcements or similar publicity with respect to this Agreement (a “Public Announcement”) without the prior written consent of the other party; provided, upon request by however, that nothing contained herein shall limit any other Partyparty from making any announcements, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and statements or acknowledgments that such other matters as may be reasonably party deems in good faith are necessary or advisable in connection with to make, issue or release pursuant to applicable legal requirements, securities laws (including Section 16 under the transactions contemplated herebyExchange Act), the rules of any national securities exchange, or any other reportjudicial, statement, filing, notice administrative or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebylegal order.

Public Announcements. (a) The Subject to Section 6.4(b), Section 6.7 and Section 6.8, none of the Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates or Representatives shall issue any press releases or make any public announcements with respect to this Agreement or the Transactions without the prior written consent of of, prior to the Purchaser Closing, FCB and Mountain or, after the Company Closing, TopCo and Sponsor; provided, however, that each Party may make any such announcement or other communication (which consent shall not be unreasonably withheld, conditioned i) if such announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case the disclosing Party and its Affiliates and its and their respective Representatives shall use reasonable best efforts (A) to consult with FCB (prior to the Closing) or TopCo or Sponsor, as applicable (after the Closing), if the disclosing party is Mountain, (B) to consult with Mountain (prior to the Closing) or TopCo or Sponsor (after the Closing), if the disclosing Party is FCB or any of its Subsidiaries, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall use commercially reasonable efforts consider such comments in good faith and (ii) to allow the extent such announcements or other Parties reasonable time to comment oncommunications contain only information previously disclosed in a public statement, and arrange for any required filing with respect to, such press release or announcement other communication previously approved in advance accordance with this Section 6.4. Notwithstanding anything to the contrary in this Section 6.4 or otherwise in this Agreement, the Parties agree that each of such issuanceMountain and the Sponsor and its Affiliates and its and their respective Representatives may provide general information about the subject matter of this Agreement and the transactions contemplated hereby to any direct or indirect current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities. (b) The Parties initial press release concerning this Agreement and the Transactions shall mutually agree upon and, be a joint press release in the form agreed by FCB and Mountain prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing Agreement. As promptly as practicable after the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseAgreement, the Purchaser Mountain shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, the Securities Laws, which FCB shall have the Company shall review, opportunity to review and comment upon prior to filing and approve Mountain shall consider such comments in good faith. FCB, on the one hand, and Mountain, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) delayed by either FCB or Mountain, as applicable), prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter)and on the Closing Date, issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of Closing (but in any event within four Business Days after the Closing Press ReleaseClosing), the Purchaser TopCo shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which Mountain and Sponsor shall have the Seller Representative opportunity to review and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party and TopCo shall consider such comments in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebygood faith.

Public Announcements. During the Pre-Closing Period, (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and neither the Company (which consent nor Seller or Affiliates or Representatives thereof shall not be unreasonably withheld, conditioned or delayed), except as such issue any press release or announcement may be required by applicable Law or the rules or regulations of make any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of public statement regarding this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in or regarding any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement Agreement, without Purchaser's prior written consent, and (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the b) Purchaser shall file a current report on Form 8-K not (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned permit any of its Affiliates and Representatives to) issue any press release or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Releasemake any public statement regarding this Agreement, or regarding any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyby this Agreement, without Company's prior written consent. Notwithstanding the provisions of the preceding sentence, each Party shall, upon request party or any Affiliate thereof whose shares are publicly traded shall be permitted to issue any press release or make any public statement as is required by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or (in its reasonable judgment) advisable in connection with the transactions contemplated herebyany Legal Requirement, or any other reportincluding, statementwithout limitation, filingNasdaq rules, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection providedthat it first consults with the transactions contemplated herebyother party hereto as to the timing and substance thereof. Each of Purchaser, the Company and Seller acknowledge that certain of the proceedings required to obtain consents to or approvals of the Transactions from Governmental Bodies are public, and consent to the filings and disclosures required during the Pre-Closing Period pursuant to Section 6.1 hereof notwithstanding anything to the contrary in this Section 6.2; provided that the parties hereto shall use their commercially reasonable efforts to cause the Governmental Bodies with which contacts may be made in order to obtain such consents or approvals to maintain the confidentiality of this Agreement and the Transactions to the fullest extent practicable. To the extent inconsistent with the provisions of this Section 6.2, the Non-Disclosure Agreement dated October 6, 2010 between the Company and Purchaser (the "Confidentiality Agreement") is expressly superseded hereby and shall be deemed amended to conform hereto. In addition, the parties agree that, by virtue of execution of this Agreement, they agree that the Confidentiality Agreement shall be construed as a mutual confidentiality agreement.

Public Announcements. (a) The Parties agree that during Promptly following the Interim Period no public releaseEffective Date, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser Company, AK and the MRMP Stockholders shall announce this Term Sheet by means of a mutually agreed press release in a form to be agreed between the parties prior to any public release (the “Press Release”). During the Standstill Period, neither the Company (which consent nor the MRMP Stockholders shall not make or cause to be unreasonably withheld, conditioned made any public announcement or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing statement with respect to, such release to the subject of this Term Sheet that is inconsistent with or announcement contrary to the statements made in advance of such issuancethe Press Release. (b) The Parties shall mutually agree upon and, as promptly as practicable after Following the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseEffective Date, the Purchaser Company shall file with the SEC a current report Current Report on Form 8-K to report its entry into this Term Sheet and appending this Term Sheet as an exhibit thereto (the “Signing FilingForm 8-K”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after disclosures contained in the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K relating to this Term Sheet shall be consistent with the terms of this Term Sheet. The Company shall provide the MRMP Stockholders with a reasonable opportunity to review and comment on the Form 8-K prior to its filing with the SEC and consider in good faith any comments of the MRMP Stockholders. (c) No later than two (2) Business Days following the Effective Date, the MRMP Stockholders shall file with the SEC an amendment to its Schedule 13D (the “Closing FilingMRMP Stockholders 13D/A”) in compliance with Section 13 of the Exchange Act to report their entry into this Term Sheet and appending this Term Sheet as an exhibit thereto or incorporating this Term Sheet by reference to the Form 8-K. The disclosures in the MRMP Stockholders 13D/A relating to this Term Sheet shall be consistent with the Closing Press Release terms of this Term Sheet. The MRMP Stockholders shall provide the Company with a reasonable opportunity to review and a description comment on the MRMP Stockholders 13D/A prior to it being filed with the SEC and consider in good faith any comments of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyCompany.

Public Announcements. (a) The Parties hereto agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company other Parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as As promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter)Agreement, the Parties shall mutually agree on and issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly Immediately after the issuance of the Signing Press Release, the Purchaser Parent shall prepare and file a current report pre-commencement Schedule TO-C or Schedule TO-I amendment and/ or Report on Form 86-K. As promptly as practicable after the completion of the Share Tender Offer, the Parent shall prepare a draft amendment to Schedule TO and/or Report on Form 6-K announcing the completion of the Share Tender Offer, if applicable, together with, or incorporating by reference such other information that may be required to be disclosed with respect to such results in any report or form to be filed with the SEC (the “Signing Closing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws), which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement)filing. The Parties shall mutually agree upon and, as As promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter)completion of the Share Tender Offer, the Parties shall mutually agree on and issue a press release announcing the results of the Share Tender Offer and, if applicable, the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after Concurrently with the issuance of the Closing Press ReleaseClosing, the Purchaser Parent shall file a current report on Form 8-K (the “Closing Filing”) with distribute the Closing Press Release and a description of the Parent shall file the Closing Filing with the SEC as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingsoon as reasonably practicable thereafter. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holdersstockholders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and Company, OAC and, after the Company Closing, the OAC Representative (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties Company, OAC and, after the Closing, the OAC Representative reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties Company and OAC shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser OAC shall file a current report Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities applicable securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing filing. OAC and the OAC Representative (with and, if prior to the Company reviewingClosing, commenting upon and approving such Signing Filing in any event no later than the third (3rdCompany) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser OAC shall file a current report Current Report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws applicable securities Laws, which the Seller Representative and the Purchaser OAC Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. Neither Party shall issue any public announcement, press release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for (a) The an initial press release mutually agreed upon by the Parties agree and attached hereto as Schedule 7.4, or (b) any disclosure that is, in the opinion of the disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed. In the event Xynomic wishes to issue a press release announcing major Development or Commercialization progress related solely to the Licensed Product during the Interim Period no public releaseTerm of this Agreement, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby content shall be issued by any Party or any of their Affiliates without the subject to Pharmacyclics’ prior written consent of the Purchaser and the Company (consent, which consent shall not be unreasonably withheld, conditioned or delayed). In the event a Party is, except as such release or announcement may be in the opinion of its counsel, required by applicable Applicable Law or the rules or regulations of any a stock exchange on which its securities exchangeare listed to make such a public disclosure, in which case the applicable such Party shall use commercially reasonable efforts submit the proposed disclosure in writing to allow the other Parties Party as far in advance as reasonably practicable so as to provide a reasonable time opportunity to comment onthereon. For the avoidance of doubt and notwithstanding any limitations set forth herein, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (bi) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but Xynomic may not in any event within four (4) Business Days thereafter), issue a press release announcing specifically mention the execution name of this Agreement (the “Signing Press Release”). Promptly after the issuance AbbVie” and “Pharmacyclics” or any of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing their Affiliates in any event no later than the third (3rd) Business Day after the execution press release, or any terms of this Agreement), without Pharmacyclics’ prior written consent and (ii) Xynomic may use the name of “abexinostat” and any information, with respect to which Pharmacyclics’ consent has been obtained pursuant to this Section 7 previously, without Pharmacyclics’ prior written consent. The Parties shall mutually agree upon andIn the event a public announcement, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter)press release, issue a press release announcing the consummation of the transactions contemplated by or other public disclosure regarding this Agreement or its subject matter is issued in multiple languages, all such translated announcements, press releases or other disclosures shall (A) be in compliance with this Section 7.4, provided that Xynomic must only receive consent from Pharmacyclics with regard to the “Closing Press Release”). Promptly after the issuance of the Closing Press Releaseoriginal press rele ase, the Purchaser shall file a current report on Form 8-K public announcement or disclosure, and (the “Closing Filing”B) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall reviewnot deviate in form, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Releasecontent, or any other reportmeaning, statementafter translation, filing notice or application made by or on behalf of a Party to any Governmental Authority from the press release, announcement or other third party in connection with the transactions contemplated hereby, each Party shall, upon request public disclosure consented to by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyPharmacyclics.

Public Announcements. (a) The Parties agree that during the Interim Period no public releaseLenders shall not, filing shall cause each of their Subsidiaries not to, and shall direct their Affiliates and Representatives not to, issue any press release or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates Contemplated Transactions without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)Borrower, except as such any release or announcement may be required by applicable Law or any rule or regulation of the rules Nasdaq Global Select Market or regulations any stock exchange to which the relevant Lender or any of any securities exchangeits Affiliates is subject, in which case the applicable Party Lender required to make the release or announcement shall use commercially reasonable best efforts to allow the other Parties Borrower reasonable time to comment on, and arrange for any required filing with respect to, on such release or announcement in advance of such issuanceissuance and shall consider in good faith the comments of the Borrower therein. The restrictions of this Section (II)(3)(a) of this Annex C do not apply to (i) any press release or announcement made by any of the Lenders hereto to the extent that such press release or announcement is consistent with any press release or announcement previously made in compliance with this Section (II)(3)(a) of this Annex C, so long as any such press release or announcement remains true and correct in all material respects and the Borrower has not requested in writing that the Lenders discontinue the use or public communication of such press release or announcement or (ii) any press release, announcement or communication issued or made to, or any investor, earnings or similar call or discussion with, any existing or prospective general or limited partners, equityholders, managers or investors of the Lenders or any of their Affiliates that does not convey or contain any non-public information regarding the Borrower and its Subsidiaries or the Contemplated Transactions to the extent required by applicable Law or any rule or regulation of the Nasdaq Global Select Market or any stock exchange to which the relevant Lender or any of its Affiliates is subject or that is otherwise customary for a public company. The Borrower acknowledges and agrees that, notwithstanding anything in any of the Transaction Documents, the SLR Financing Agreements, the Credit Agreement or the other Loan Documents to the contrary, the Lenders and their respective Affiliates may provide ordinary course communications regarding the Transaction Documents, the SLR Financing Agreements, the Credit Agreement, the other Loan Documents and the Contemplated Transactions to existing or prospective general and limited partners, equityholders, members, managers and investors of the Lenders or their Affiliates, in each case, who are subject to customary confidentiality obligations. (b) The Parties Borrower shall mutually agree upon andnot, as promptly as practicable after the execution shall cause each of this Agreement (but in any event within four (4) Business Days thereafter)its Subsidiaries not to, and shall direct its Affiliates and Representatives not to, issue a any press release announcing or announcement concerning the execution of this Agreement (Contemplated Transactions that makes reference to the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned Lenders or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after Financing Agreements without the issuance prior consent of SLR, except any release or announcement required by applicable Law or any rule or regulation of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws OTC or any stock exchange to which the Seller Representative Borrower is subject, in which case the Borrower shall use reasonable best efforts to allow SLR reasonable time to comment on such release or announcement in advance of such issuance and shall consider in good faith the Purchaser Representative shall review, comment upon and approve comments of SLR therein. The restrictions of this Section (which approval shall II)(3)(b) of this Annex C do not be unreasonably withheld, conditioned apply to any press release or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application announcement made by Borrower to the extent that such press release or on behalf announcement is consistent with any press release or announcement previously made in compliance with this Section (II)(3)(b) of a Party to this Annex C, so long as any Governmental Authority such press release or other third party announcement remains true and correct in connection with all material respects and SLR has not requested in writing that the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish Borrower discontinue the Parties with all information concerning themselves, their respective directors, officers and equity holders, and use or public communication of such other matters as may be reasonably necessary press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyannouncement.

Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not to be unreasonably withheld, conditioned or delayed)) of Purchaser and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseRelease (but in any event within four (4) Business Days after the execution of this Agreement), the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, review and comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with a draft of which shall be provided to the Company reviewing, commenting upon for reviewing and approving such Signing Filing in any event no later than the third (3rd) Business Day after comment promptly following the execution of this Agreement); provided, however, if the Company does not approve of the Form 8-K on or prior to the date such filing is required to be made pursuant to Federal Securities Laws, the failure to secure the approval of the Company shall not prevent Purchaser from making such filing in accordance with Federal Securities Laws. Prior to Closing, Purchaser and the Company shall prepare a current report on Form 8-K to be filed by Purchaser announcing the Closing, together with, or incorporating by reference, the financial statements prepared by the Company and its accountant, and such other information that may be required to be disclosed with respect to the Transactions in any report or form to be filed with the SEC (“Closing Filing”), provided, however, if the Company does not approve of the Form 8-K on or prior to the date such filing is required to be made pursuant to Federal Securities Laws, the failure to secure the approval of the Company shall not prevent Purchaser from making such filing in accordance with Federal Securities Laws. Purchaser shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) the Closing Filing prior to filing. The Parties shall mutually agree upon and, as promptly as practicable after the Closing Date (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, Filing or the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in the Interim Period in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of MICT and Intermediate, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser MICT shall file a current report Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company Intermediate shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company Intermediate reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser MICT shall file a current report Current Report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative Intermediate and the Purchaser Representative MICT shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingfiling (with Intermediate and MICT each reviewing, commenting upon and approving such Closing Filing in any event no later than the third (3rd) Business Day after the Closing). In connection with the preparation of the Signing Press ReleaseFiling, the Signing FilingPress Release, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during Promptly following the Interim Period no execution of this Agreement, the Company shall issue a press release (the “Press Release”) substantially in the form attached hereto as Exhibit B. Prior to the issuance of the Press Release, neither the Company nor CRM shall issue any press release or make any public release, filing or announcement concerning regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by take any Party or any of their Affiliates action that would require public disclosure thereof without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuanceparty. (b) The Parties shall mutually agree upon and, as promptly as practicable after Promptly following the execution of this Agreement, and, no later than two (2) business days following the date of this Agreement, the Company shall file a Current Report on Form 8-K reporting entry into this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of and appending or incorporating by reference this Agreement (the “Signing Press ReleasePublic Filings”). Promptly after The Company shall provide CRM with a reasonable opportunity to review and comment on the Public Filings prior to them being filed with the SEC and consider in good faith any comments of CRM. Prior to the issuance of the Signing Public Filings, neither the Company nor CRM nor any of their respective Affiliates or Associates shall issue any press release or public announcement regarding this Agreement other than the Press Release or take any action that would require public disclosure thereof without the prior written consent of the other party. Neither the Company nor CRM nor any of their respective Affiliates or Associates shall make or cause to be made any public announcement or statement that is inconsistent with or contrary to the statements made in the Public Filings or the Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement except as required by Federal Securities Lawslaw or the rules of any stock exchange or with the prior written consent of the other party; provided, which however, that unless prohibited under applicable law, such party must provide written notice to the Company shall review, comment upon and approve other party at least two (which approval shall not be unreasonably withheld, conditioned or delayed2) business days prior to filing making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 5, and reasonably consider any comments of such other party. (with the Company reviewing, commenting upon and approving such Signing Filing in any event no c) No later than two (2) business days following the third (3rd) Business Day after the execution date of this Agreement). The Parties , CRM shall mutually agree upon andfile with the SEC an amendment to that certain Schedule 13D, dated July 23, 2019 and as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter)amended on July 30, issue a press release announcing the consummation of the transactions contemplated by 2019, reporting entry into this Agreement and appending or incorporating by reference this Agreement the (the “Closing Press ReleaseSchedule 13D Amendment”). Promptly after CRM shall provide the issuance of Company with a reasonable opportunity to review and comment on the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) Schedule 13D Amendment prior to it being filed with the Closing Press Release SEC and a description of consider in good faith any comments from the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyCompany.

Public Announcements. (a) The Subject to Section 5.7 and Section 5.8, none of the Parties agree that during the Interim Period no or any of their respective Representatives shall issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or Transactions prior to the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates Closing without the prior written consent of the Purchaser Company and the Company FLAC; provided, however, that each Party may make any such announcement or other communication (which consent shall not be unreasonably withheld, conditioned i) if such announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case the applicable disclosing Party and its Representatives shall use reasonable best efforts to consult with the Company, if the disclosing party is FLAC, or FLAC, if the disclosing party is the Company, to review such announcement or communication and provide the opportunity to comment thereon, and the disclosing Party shall use commercially reasonable efforts consider such comments in good faith, (ii) to allow the extent such announcements or other Parties reasonable time to comment oncommunications contain only information previously disclosed in a public statement, and arrange for any required filing with respect to, such press release or announcement other communication previously approved in advance of such issuanceaccordance with this Section 5.4(a) and (iii) to Governmental Entities or other Persons in connection with any Consents required to be made or obtained under this Agreement, the Ancillary Documents or in connection with the Transactions. (b) The Parties initial press release concerning this Agreement and the Transactions shall mutually agree upon and, be a joint press release in the form agreed by the Company and FLAC prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing on the day thereof. Promptly after the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseAgreement, the Purchaser FLAC shall file with the SEC a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, Securities Laws, which the Company shall review, have the opportunity to review and comment upon prior to filing and approve FLAC shall consider such comments in good faith. The Company, on the one hand, and FLAC, on the other hand, shall, prior to the Closing, mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewingor FLAC, commenting upon and approving such Signing Filing in any event no later than as applicable) a press release announcing the third consummation of the Transactions (3rd) Business Day after the execution of this Agreement“Closing Press Release”). The , and, on the Final Closing Date, the Parties shall mutually agree upon and, as promptly as practicable cause the Closing Press Release to be released. Promptly after the Closing (but in any event within four (4) Business Days thereafterafter the Final Closing Date), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Holdco and FLAC shall file with the SEC a current report on Form 6-K and Form 8-K K, respectively (the “Closing Filing”) with the Closing Press Release and Release, a description of the Closing as and the other information required by Federal Securities Laws Laws, which Holdco and FLAC shall have the Seller Representative and the Purchaser Representative shall opportunity to review, comment upon prior to the Closing, and approve consent to the filing, of the Closing Filing, which shall be mutually agreed upon by the Company and FLAC prior to the Closing (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filingdelayed by either the Company or FLAC, as applicable). In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersequityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. Each Party shall have the right to make a public announcement, press release or other public disclosure of the subject matter of this Agreement; provided that, such Party making such public announcement, press release or other public disclosure shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval. Each Party shall provide its comments, if any, within five (a5) The Parties agree that during Business Days after receiving the Interim Period no other Party's proposed announcement for review. If either Party desires to make a subsequent public releaseannouncement, filing press release or announcement other public disclosure concerning the subject matter of this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby any activities hereunder, such Party shall be issued by any Party or any of their Affiliates without the give reasonable prior written consent advance notice of the Purchaser proposed text of such announcement to the other Party for its prior review and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)approval, except as such that in the case of a press release or announcement may be governmental filing required by applicable Law or Law, the rules or regulations disclosing Party shall provide the other Party with such advance notice as it reasonably can and shall use reasonable good faith efforts to consult with the other party prior to the issuance of any securities exchangepublic announcement, in which case the applicable Party release or disclosure. Each such public disclosure shall use commercially reasonable efforts contain appropriate references to allow the other Parties reasonable time to comment onParty if so requested. A Party commenting on such a proposed disclosure shall provide its comments, and arrange for any required filing with respect toif any, such release or announcement in advance of such issuance. within five (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (45) Business Days thereafter)after receiving the proposed disclosure for review. With respect to any disclosures required by Law, neither Party shall be required to seek the permission of the other Party to repeat any information that has already been publicly disclosed by such Party, or by the other Party, in accordance with this Section 11.4. Neither Party shall issue a press release announcing the execution of or other public announcement relating to this Agreement (without the “Signing Press Release”)other Party's prior written consent, except as permitted pursuant to this Section 11.4. Promptly after Notwithstanding the issuance above, if required by Law or if it is Licensor's customary practice to list the Product on its website, Licensor may disclose on its website that the other Party is the exclusive commercial partner of such Party with respect to the Product and may use the other Party's approved name and logo in conjunction with such disclosure. Except as set forth in the immediately preceding sentence, each Party shall be required to obtain the written approval of the Signing Press Release, the Purchaser shall file a current report on Form 8-K other Party (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not to be unreasonably withheld, conditioned withheld or delayed) prior to filing (with using the Company reviewingother Party's name, commenting upon and approving such Signing Filing logo or similar identifiers, or to otherwise reference the other Party's Licensed Product in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andway, as promptly as practicable after the Closing (but in each case, in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by its marketing materials or on behalf of a Party to any Governmental Authority or other third party in connection with its website. Notwithstanding the transactions contemplated herebyforegoing, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers Licensee hereby acknowledges and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyagrees that [***].

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this AgreementAgreement so long as the Purchaser delivers a draft of such Signing Filing to the Company a reasonable amount of time prior to such filing deadline)). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of Purchaser, Pubco and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts endeavours to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties Purchaser and the Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four two (42) Business Days thereafter), issue a press release in the Agreed Form announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseRelease (but in any event within four (4) Business Days after the execution of this Agreement), the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal U.S. Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with a draft of which provided to the Company reviewing, commenting upon for review and approving such Signing Filing in any event comment no later than the third two (3rd2) Business Day after Days prior to the execution of this AgreementSigning Filing). The Parties Purchaser and the Company shall mutually agree upon and, as promptly as practicable after the Share Acquisition Closing (but in any event within four two (42) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Merger Closing and/or Share Acquisition Closing as required by Federal U.S. Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during prior to any Party making any public announcement or statement with respect to the Interim Period no public releasetransaction contemplated by this Agreement, filing such Party shall notify the other Party at least 72 hours prior to disclosure (unless applicable Law requires such disclosure to be made sooner, in which case the disclosing party shall consult with the other Party reasonably in advance of disclosure) and obtain the written approval of the other Party to the text of such announcement or announcement concerning statement, which approval may be withheld for any reason. Nothing contained in this Section shall be construed to require either Party to obtain approval of the other Party or its Affiliates to disclose information with respect to the transaction contemplated by this Agreement to any Governmental Authority and/or the public to the extent required by applicable Law or stock exchange regulation, including in connection with a financing transaction or securities offering undertaken by a Party or such Party’s Affiliates; provided that a Party required to make such a disclosure shall consult with the other Party at least 72 hours (unless applicable Law requires such disclosure to be made sooner, in which case the disclosing party shall consult with the other Party reasonably in advance of disclosure) prior to making such disclosure and in no event shall Purchaser use the name “Xxxxxxxx” or “Piloncillo” in any press release or other public announcement prior to Closing without the consent of Sellers. In the event a Party has approved or been consulted with respect to any disclosures as required hereunder, the other Party or its Affiliates shall be entitled to make disclosures substantially similar (as to form and content) to those prior disclosures that the non-disclosing party has approved or been consulted with respect to, as applicable, to the extent required by applicable Law or stock exchange regulation to be disclosed to a Governmental Authority or the Ancillary Documents public. Notwithstanding the foregoing or the transactions contemplated hereby or thereby shall be issued by any Party or terms of the Confidentiality Agreement, Purchaser and any of their its Affiliates may, without the prior written consent of Sellers, but after consultation with Sellers at least 24 hours in advance, disclose the Purchaser terms and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution provisions of this Agreement (but in and any event within four (4) Business Days thereafter), issue a press release announcing the execution of information regarding this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement hereby (the “Closing Press Release”). Promptly after the issuance of the Closing Press Releaseincluding, without limitation, the Assets and any related financial, reserve, production and other information or such other information deemed necessary by Purchaser shall file a current report on Form 8-K (or its Affiliates, but excluding the “Closing Filing”Ongoing Confidential Information) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned in or delayed) prior to filing. In in connection with the preparation (i) offering materials for a public or private offering of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, securities or other financing transaction of Purchaser or any other reportof its Affiliates, statementand/or (ii) one or more customary investor presentations or related conference calls by Purchaser or its Affiliates with investors or analysts. For a period of one year from the date such information is provided, filing notice Sellers will treat all material non-public information of Purchaser or application made by or on behalf of a Party its Affiliates provided to any Governmental Authority or other third party Sellers in connection with the transactions contemplated herebyimmediately preceding sentence as strictly confidential and will not use any such information other than for the purpose of such consultation, each Party shallprovided that Purchaser has notified Sellers as to which information Purchaser considers to be material non-public information of Purchaser or its Affiliates. The Parties agree that the Confidentiality Agreement shall terminate and be of no further force and effect at and after the Closing, upon request by any other Party, furnish except with respect to the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyOngoing Confidential Information.

Public Announcements. (a) The Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties agree shall, and the Parties shall procure that during the Interim Period no none of their respective Representatives shall, issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of of, prior to the Purchaser Closing, the Company and Bannix or, after the Closing, the Company and the Company Bannix Sponsor; provided, however, that each Party, the Bannix Sponsor and their respective Representatives may issue or make, as applicable, any such press release, public announcement or other communication (which consent shall not be unreasonably withheldi) if such press release, conditioned public announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case (A) prior to the Closing, the disclosing Party or its applicable Representatives shall, unless and to the extent prohibited by such applicable Law, (x) if the disclosing Person is Bannix or a Representative of a Bannix, reasonably consult with the Company in connection therewith and provide the Company with an opportunity to review and comment on such press release, public announcement or communication and shall consider any such comments in good faith, or (y) if the disclosing Party is the Company, a Transferor or a Representative of the Company, reasonably consult with Bannix in connection therewith and provide Bannix with an opportunity to review and comment on such press release, public announcement or communication and shall use commercially reasonable efforts consider any such comments in good faith, or (B) after the Closing, the disclosing Party or its applicable Representatives shall, unless and to allow the other Parties reasonable time extent prohibited by such applicable Law, (x) if the disclosing Person is the Bannix Sponsor or a Representative of the Bannix Sponsor, reasonably consult with the Company in connection therewith and provide the Company with an opportunity to review and comment onon such press release, public announcement or communication and consider any such comments in good faith, (y) if the disclosing Person is a Transferor, the Company or a Representative of the Company, reasonably consult with Bannix and the Bannix Sponsor in connection therewith and provide Bannix and the Bannix Sponsor with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, and arrange for (z) if the disclosing Person is Bannix or a Representative of Bannix, reasonably consult with the Company in connection therewith and provide the Company with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, (ii) to the extent such press release, public announcements or other communications contain only information previously disclosed in a press release, public announcement or other communication previously made in accordance with this Section 5.4 and (iii) to Governmental Entities in connection with any Consents required filing to be made under this Agreement, the Ancillary Documents or in connection with respect tothe transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, such release the Parties agree that Bannix and its Representatives may provide general information about the subject matter of this Agreement and the transactions contemplated hereby to any direct or announcement indirect former, current or prospective investor or in advance of such issuanceconnection with normal fund raising or related marketing or informational or reporting activities. (b) The Parties initial press release concerning this Agreement and the transactions contemplated hereby shall mutually agree upon and, be a joint press release in the form agreed by the Company and Bannix prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing on the day thereof. Promptly after the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseAgreement, the Purchaser Bannix shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, the Securities Laws, which the Company shall review, have the opportunity to review and comment upon prior to filing and approve Bannix shall consider such comments in good faith. The Company, on the one hand, and Bannix, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andor Bannix, as promptly as practicable after the Closing (but in any event within four (4applicable) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Closing, and, on the Closing Date (or such other date as may be mutually agreed to in writing by Bannix and the Company prior to the Closing), the Parties shall cause the Closing Press Release to be released. Promptly after the issuance of Closing (but in any event within four (4) Business Days after the Closing Press ReleaseClosing), the Purchaser Bannix shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws Laws, which Closing Filing shall be mutually agreed upon by the Seller Representative Company and Bannix prior to the Purchaser Representative shall review, comment upon and approve Closing (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filingdelayed by either the Company or Bannix, as applicable). In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersequityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby Transactions shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of SPAC and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco and SPAC shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws Laws, which the Seller Representative and the Purchaser Representative Sponsor shall review, comment upon and approve (which approval shall not be unreasonably be withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyTransactions, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated herebyTransactions, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated herebyTransactions, and no filing or submission thereof shall be made until both the Company and SPAC (and from and after the Closing, the Sponsor) consent thereto (which shall not be unreasonably withheld, conditioned or delayed).

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Purchaser providing the draft Signing Filing to the Company on the date of the execution of this Agreement and the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third second (3rd2nd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report Current Report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative Sellers shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingfiling (with the Sellers reviewing, commenting upon and approving such Closing Filing in any event no later than the second (2nd) Business Day after the Closing). In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties agree that during the Interim Period no or any of their respective Representatives shall issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of of, prior to the Purchaser and Closing, the Company and HighCape or, after the Closing, HighCape; provided, however, that each Party may make any such announcement or other communication (which consent shall not be unreasonably withheld, conditioned i) if such announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case (A) prior to the applicable Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Company, if the disclosing party is any HighCape Party, or HighCape, if the disclosing party is the Company, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall use commercially reasonable best efforts to allow consult with HighCape and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other Parties reasonable time to comment oncommunications contain only information previously disclosed in a public statement, and arrange for any required filing with respect to, such press release or announcement other communication previously approved in advance of such issuanceaccordance with this Section 5.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the transactions contemplated hereby or thereby. (b) The Parties initial press release concerning this Agreement and the transactions contemplated hereby shall mutually agree upon and, be a joint press release in the form agreed by the Company and HighCape prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing on the day thereof. Promptly after the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseAgreement, the Purchaser HighCape shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, the Securities Laws, which the Company shall review, have the opportunity to review and comment upon prior to filing and approve HighCape shall consider such comments in good faith. The Company, on the one hand, and HighCape, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andor HighCape, as promptly as practicable after the Closing (but in any event within four (4applicable) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”)) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the issuance of Closing (but in any event within four (4) Business Days after the Closing Press ReleaseClosing), the Purchaser HighCape shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersequityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four one (41) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third first (3rd1st) Business Day after the execution of this Agreement); provided that the Purchaser provides the Company with a reasonable amount of time to complete such review, comment and approval prior to the third (3rd) Business Day after the date thereof. The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four one (41) Business Days Day thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during have agreed the Interim Period no public press release set out as Schedule 11.4, which the Parties will not disclose until August 25, 2016. Other than this press release, filing neither Licensor nor F-star GmbH, F-star Ltd or announcement concerning their respective Affiliates, on the one hand, and Denali and its Affiliates on the other, shall issue any public announcement, press release, or other public disclosure regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates its subject matter without the other’s prior written consent regarding the timing and content, except for any such disclosure that is, in the opinion of the Purchaser and the Company (which consent shall not be unreasonably withhelddisclosing entity’s counsel, conditioned or delayed), except as such release or announcement may be required by applicable Applicable Law or the rules of a stock exchange on which the securities of the disclosing entity are listed (or regulations of any securities exchangeto which an application for listing has been submitted). In the event an entity is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which case its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such entity shall submit the applicable Party shall use commercially proposed disclosure in writing to Denali (if the entity is Licensor, F-star GmbH, or F-star Ltd) or Licensor (if the entity making the disclosure is Denali) as far in advance as reasonably practicable (and in no event less than seven (7) Business Days prior to the anticipated date of disclosure) so as to provide a reasonable efforts to allow the other Parties reasonable time opportunity to comment onthereon. Notwithstanding the foregoing, Denali, its Sublicensees and arrange for any required filing its and their respective Affiliates shall have the right to publicly disclose research, development and commercial information (including with respect toto regulatory matters) regarding mAb2 and Licensed Products; provided, that (a) such release or announcement in advance disclosure is subject to the provisions of such issuance. ARTICLE 11 with respect to Licensor’s Confidential Information and Section 11.6 and (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval Denali shall not be unreasonably withhelduse the name of Licensor, conditioned F-star GmbH, F-star Ltd or delayed) prior to filing its or their respective Affiliates (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Releaseinsignia, or any other reportcontraction, statement, filing notice abbreviation or application made by or on behalf adaptation thereof) in such disclosure without prior written permission of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyapplicable entity.

Public Announcements. (a) The Parties agree that during the Interim Period no Neither Buyer nor Seller shall make, or permit any of their respective Affiliates or representatives to make, any public releaseannouncement in respect of this Agreement, filing or announcement concerning this Agreement or the Ancillary Documents Agreements or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts (a) to allow the other Parties reasonable time to comment onobtain consents and approvals, and arrange for any required filing with respect toto provide such notices and make such filings, such release necessary, proper or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior reasonably advisable to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of consummate the transactions contemplated by this Agreement Agreement, (b) by Law, rule or regulation applicable to Buyer or Seller or any of their respective Affiliates, including reporting required of Buyer or Seller under the “Closing Press Release”). Promptly after Exchange Act (and only to the issuance extent so required) or (c) in the case of Buyer or Seller, pursuant to internal announcements to employees; provided, that the Closing Press Releaseannouncing party shall inform the other party prior to any such announcement and consider in good faith any comments from such other party prior to making any such announcement, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) and any such disclosure is generally consistent with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) parties’ prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with public disclosures regarding the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish . It is understood that the Parties with all information concerning themselves, their respective directors, officers foregoing shall not restrict Seller and equity holders, and such other matters its Affiliates from making disclosure (i) as may be reasonably necessary Seller or advisable its Affiliates deem appropriate in its reasonable judgment (A) in connection with any issuance, incurrence or refinancing of any Indebtedness (including in any relevant offering documents or information memoranda), (B) in connection with any repayment or repurchase offer to the transactions contemplated hereby, holders of indebtedness for borrowed money under the Credit Facilities or any other reportindebtedness for borrowed money of Seller or its Affiliates pursuant to the terms thereof or (C) pursuant to its reporting obligations under the Credit Facilities or the terms of any other Indebtedness of Seller or its Affiliates or (ii) to potential acquirers of all or a material part of, statementor investors in, filingSeller’s business (other than the Business), notice or application made in each case, so long as the recipients of such information are bound by or on behalf of a Party customary confidentiality obligations with respect to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebysuch information.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby Transactions shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of Pubco, SPAC and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable best efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties Pubco, SPAC and the Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) two Business Days thereafter), issue a press release in the Agreed Form announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseRelease (but in any event within four Business Days after the execution of this Agreement), the Purchaser SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal U.S. Securities Laws, which Pubco and the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with a draft of which provided to the Company reviewing, commenting upon for review and approving such Signing Filing in any event comment no later than two Business Days prior to the third (3rd) Business Day after the execution of this AgreementSigning Filing). The Parties SPAC and the Company shall mutually agree upon and, as promptly as practicable after the Share Contribution Closing (but in any event within four (4) two Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report on Form 86-K (the “Closing Filing”) with the Closing Press Release and a description of the First Merger Closing, the Second Merger Closing and/or the Share Contribution Closing as required by Federal U.S. Securities Laws which the Seller Representative and the Purchaser Representative SPAC shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyTransactions, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated herebyTransactions, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated herebyTransactions.

Public Announcements. (a) The Parties agree that during Neither Seller, nor any of Seller's Affiliates, successors or assigns, shall make any public announcements regarding the Interim Period no public releaseexistence of this Agreement, filing or announcement concerning the terms of this Agreement or the Ancillary Documents or and/or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates herein without the prior written consent approval of the Purchaser and the Company (Buyer, which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement approval may be required by applicable Law granted or withheld in the rules or regulations sole and absolute discretion of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. Buyer. Seller further agrees that (b1) The Parties shall mutually agree upon and, as promptly as practicable after the execution of Buyer may file this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of other documents evidencing the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Releaseherein, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and including a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall reviewmaterial terms thereof, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation Securities and Exchange Commission, without the prior approval of Seller, to the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably extent deemed necessary or advisable in connection with Buyer's reasonable discretion; and (2) Buyer may issue one or more press releases regarding this Agreement and/or the transactions contemplated herebyherein, to the extent deemed advisable in Buyer's reasonable discretion; provided, however, such press releases shall be reasonably approved by Seller prior to publication (such approval (i) not to be unreasonably conditioned, withheld or any delayed, (ii) to be provided timely enough such that Seller satisfies its disclosure obligations under securities laws and regulations, and (iii) shall permit Buyer to disclose the information required by securities laws and regulations). Buyer further agrees that (1) Seller may file this Agreement and other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with documents evidencing the transactions contemplated herebyherein, including a description of the material terms thereof, with the Securities Exchange Commission and such other Canadian and British Columbian governmental authorities having jurisdiction over Seller, without the prior approval of Buyer, to the extent deemed necessary or advisable in Seller's reasonable discretion; and (2) Seller may issue one or more press releases regarding this Agreement and/or the transactions contemplated herein, to the extent deemed advisable in Seller's reasonable discretion; provided, however, such press releases shall be reasonably approved by Buyer prior to publication (such approval (i) not to be unreasonably conditioned, withheld or delayed, (ii) to be provided timely enough such that Seller satisfies its disclosure obligations under securities laws and regulations, and (iii) shall permit Seller to disclose the information required by securities laws and regulations). The covenants and agreements of Seller set forth in this Section 4.4(b) hereof shall survive the Closing indefinitely.

Public Announcements. (a) The Parties agree No later than one business day following the Effective Date, the Company shall announce the entry into this Agreement and the material terms hereof by means of press release that during is mutually agreeable to the Interim Period no public Company and GVIC (the “Press Release”). Prior to the issuance of the Press Release, neither the Company nor GVIC nor any of their respective Affiliates or Associates shall issue any press release, public announcement or other public statement (including, without limitation, in any filing or announcement concerning required under the Exchange Act) regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by take any Party or any of their Affiliates action that would require public disclosure thereof without the prior written consent of the Purchaser and other parties hereto. Neither the Company nor GVIC nor any of their respective Affiliates or Associates shall issue any press release, public announcement or other public statement (which consent shall not be unreasonably withheldincluding, conditioned or delayedwithout limitation, in any filing required under the Exchange Act) concerning the subject matter of this Agreement inconsistent with the Press Release and Public Filings (as defined below), except as such release or announcement may be required by law or applicable Law or the rules or regulations of any securities exchangestock exchange listing rules; provided, in which case the however, that unless prohibited under applicable Party shall use commercially reasonable efforts law, such party must provide written notice to allow the other Parties reasonable time party at least two (2) business days prior to comment onmaking any such statement or disclosure required under applicable law or stock exchange listing rule that would otherwise be prohibited by the provisions of this Section 6, and arrange for reasonably consider any required filing with respect to, such release or announcement in advance comments of such issuanceother party. For the avoidance of doubt, this Section 6 will not apply in connection with any actual or threatened Legal Proceeding to enforce the terms of this Agreement. (b) The Parties shall mutually agree upon and, as promptly as practicable after Promptly following the execution of this Agreement Agreement, and, no later than two (but in any event within four (42) Business Days thereafter), issue a press release announcing business days following the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseEffective Date, the Purchaser Company shall file a current report Current Report on Form 8-K reporting entry into this Agreement and appending or incorporating by reference this Agreement (together with the Press Release, the “Signing FilingPublic Filings”) with the Signing Press Release ). The Company and a GVIC shall mutually agree to any summary description of this Agreement as required by Federal Securities Laws, which used to describe this Agreement in the Public Filings. The Company shall review, provide GVIC with a reasonable opportunity to review and comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) on the Public Filings prior to filing (them being filed with the Company reviewing, commenting upon SEC and approving such Signing Filing consider in good faith any event no comments of GVIC. (c) No later than two (2) business days following the third (3rd) Business Day after Effective Date, GVIC shall file with the execution SEC a Schedule 13D in compliance with Section 13 of the Exchange Act reporting its entry into this Agreement and appending this Agreement as an exhibit thereto or incorporating this Agreement by reference from the Public Filings. The Schedule 13D shall be consistent with the terms of this Agreement). The Parties GVIC shall mutually agree upon and, as promptly as practicable after provide the Closing (but Company with a reasonable opportunity to review and comment on the Schedule 13D prior to being filed with the SEC and consider in good faith any event within four (4) Business Days thereafter), issue a press release announcing the consummation comments of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyCompany.

Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of Purchaser, Pubco and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree Each of BioLite, BioKey, Parent and each Merger Sub agrees that during the Interim Period no public release, filing release or announcement (including public filings with the SEC) concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates party without the prior written consent of the Purchaser BioLite, BioKey and the Company Parent (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchangeapplicable Governmental Body to which the relevant party is subject or submits, wherever situated, in which case the applicable Party party required to make the release or announcement shall use commercially reasonable efforts to allow the each other Parties party reasonable time to comment on, and arrange for any required filing with respect to, on such release or announcement in advance of such issuance. (b) The Parties , it being understood that the final form and content of any such release or announcement, to the extent so required, shall mutually agree upon and, as promptly as practicable after be at the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance final discretion of the Signing Press Releasedisclosing party; provided, that Parent may include disclosures relating to the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) transactions contemplated hereby in its periodic filings with the Signing Press Release SEC without seeking consent from, or consulting with, any other party, so long as such disclosures are not inconsistent with the information contained in previous press releases, public disclosures or public statements made jointly by Parent, BioLite and a description of this Agreement as required BioKey (or made individually by Federal Securities LawsBioLite, which BioKey, or Parent, if previously consented to by the Company shall reviewother party); provided, comment upon and approve finally, that (which approval i) BioLite shall not be unreasonably withheld, conditioned required to provide Parent or delayed) prior BioKey any such opportunity to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, review or comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions receipt and existence of a BioLite Acquisition Proposal and matters related thereto or a BioLite Adverse Recommendation Change or other communications contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holdersSection 7.4(b), and (ii) BioKey shall not be required to provide Parent or BioLite any such other matters as may be reasonably necessary opportunity to review or advisable comment in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf receipt and existence of a Party to any third party and/ BioKey Acquisition Proposal and matters related thereto or any Governmental Authority in connection with the transactions a BioKey Adverse Recommendation Change or other communications contemplated herebyby Section 7.5(b).

Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of Purchaser, Pubco and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseRelease (but in any event within four (4) Business Days after the execution of this Agreement), the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with a draft of which provided to the Company reviewing, commenting upon for review and approving such Signing Filing in any event comment no later than the third two (3rd2) Business Day Days after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during Bidco will prepare all public announcements relating to the Interim Period no public releaseOffer, filing or announcement concerning this Agreement except for the Agreed Announcement. (b) Except to the extent required by law or the Ancillary Documents or rules of any relevant stock exchange, Bidco shall not make any public announcements relating to the transactions contemplated hereby or thereby shall be issued by Offer, except for: (1) the Agreed Announcement; and (2) any Party or any of their Affiliates procedural announcements relating to notifications required under the Corporations Act, including notifications under section 630, section 633 (without prejudice to clause 5.1(b)), section 643 (without prejudice to clause 5.6), section 650D (without prejudice to clause 4.3(a)), section 650F (without prejudice to clause 4.3(a)), section 652B and Chapter 6A (each a Procedural Announcement), without the prior written consent of Peabody and AM. If Bidco proposes to make any public announcement relating to the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be Offer because it is required to do so by applicable Law law or the rules or regulations of any securities exchangerelevant stock exchange (except for the Agreed Announcement or a Procedural Announcement), in which case it shall provide Peabody and AM with a reasonable opportunity to review and comment on any such announcement, having regard to the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment onurgency of its release, and arrange for give reasonable consideration to any required filing with respect to, comments made by Peabody and AM on any such release or announcement in advance of such issuanceannouncement. (bc) The Parties shall mutually agree upon and, as promptly as practicable after Except to the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as extent required by Federal Securities Lawslaw or the rules of any relevant stock exchange, which Peabody shall not, and Peabody shall procure that none of its Related Bodies Corporate shall, make any public announcements relating to the Company Offer (except for the Agreed Announcement or a Procedural Announcement) without the prior written consent of AM and Bidco. If Peabody or a Related Body Corporate of Peabody proposes to make any public announcement relating to the Offer because it is required to do so by law or the rules of any relevant stock exchange, Peabody shall reviewprovide Bidco and AM with a reasonable opportunity to review and comment on any such announcement, comment upon having regard to the urgency of its release, and approve give reasonable consideration to any comments made by AM and Bidco on any such announcement. (which approval shall not be unreasonably withheld, conditioned or delayedd) prior Except to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as extent required by Federal Securities Laws which law or the Seller Representative rules of any relevant stock exchange, AM shall not, and AM shall procure that none of its Related Bodies Corporate shall, make any public announcements relating to the Purchaser Representative Offer (except for the Agreed Announcement) without the prior written consent of Peabody and Bidco. If AM or a Related Body Corporate of AM proposes to make any public announcement relating to the Offer because it is required to do so by law or the rules of any relevant stock exchange, AM shall reviewprovide Bidco and Peabody with a reasonable opportunity to review and comment on any such announcement, comment upon having regard to the urgency of its release, and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior give reasonable consideration to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application comments made by or Peabody and Bidco on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyannouncement.

Public Announcements. (a) The Parties agree that during the Interim Period On or prior to Closing, no public party hereto shall make any press release, filing public statement or public announcement concerning with respect to this Agreement Agreement, the other Transaction Agreements or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates Transactions without the prior written consent of (i) Parent if such press release, public statement or announcement is made by W or the Purchaser Company, (ii) Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P., if the press release or public statement or announcement is made by Parent, and (iii) the Company if the press release or public statement or announcement is made by Parent; provided, however, that each party hereto may make any press release, public statement or public announcement which such party determines, after consultation with its outside legal counsel, is required by applicable law or any listing agreement with any national securities exchange or The NASDAQ Stock Market, Inc., in which case, the party desiring to make such disclosure or announcement shall use its reasonable best efforts to consult with the other parties hereto prior to making such disclosure or announcement. Following the Closing, Parent and the Company Surviving Corporation, on the one hand, and W, on the other hand, shall consult with each other prior to making any press release, public statement or public announcement with respect to this Agreement, the other Transaction Agreements or the Transactions, provided that any such press release, public statement or public announcement made by Parent or the Surviving Corporation that includes the name of any WCAS Securityholder shall require the prior consent of Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P. (which consent provided that if such press release, public statement or public announcement is required by applicable law or any listing agreement with any national securities exchange or The NASDAQ Stock Market, Inc., Parent or the Surviving Corporation, as applicable, shall not be unreasonably withheldobligated to obtain Welsh, conditioned Carson, Xxxxxxxx & Xxxxx VIII, L.P.'s prior consent but shall use its reasonable best efforts to consult with Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P. prior to making such disclosure or delayedannouncement). Nothing in this Section 8.08 shall limit the ability of W or the Company, except consistent with their respective obligations under the Confidentiality Agreements, to communicate with its partners, investors or shareholders (A) as such release or announcement may be required by applicable Law law, (B) in the ordinary course of business or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (bC) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish approval and consummation of the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyTransactions.

Public Announcements. (a) The Parties agree that during the Interim Period no public initial press release relating to this Agreement shall be a joint press release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued text of which has been agreed to by any Party or any each of their Affiliates without the prior written consent of the Purchaser Parent and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts prior to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a and such initial press release announcing the execution of this Agreement (the “Signing Press Release”)) shall be released as promptly as reasonably practicable after the execution of this Agreement. Promptly after the issuance execution of the Signing Press Releasethis Agreement, the Purchaser Parent shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities by, and in compliance with, the applicable securities Laws, which the Company shall review, have the opportunity to review and comment upon prior to filing and approve Parent shall consider such comments in good faith. The Company, on the one hand, and Parent, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayeddelayed by any Party) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”)) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the issuance of Closing (but in any event within four (4) Business Days after the Closing Press ReleaseClosing), the Purchaser Parent shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingapplicable securities Laws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holders, equityholders and such other matters as may be reasonably necessary for such press release or advisable filing. Between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in connection accordance with Article IX) unless otherwise prohibited by applicable Law or the transactions contemplated herebyrequirements of the Nasdaq Stock Market, each of Parent and the Company shall each use its reasonable best efforts to consult with each other before issuing, and provide each other reasonable opportunity to review and comment upon, any press release or otherwise making any public statements (including through social media platforms) with respect to this Agreement or any of the Transactions, and shall not issue any such press release or make any such public statement (including through social media platforms) without the prior written consent of the other reportParty (not to be unreasonably withheld, statementconditioned or delayed) except to the extent required by applicable Law or stock exchange rules, filingin which case the disclosing party shall, notice or application made to the fullest extent permitted by or on behalf of a applicable Law, first allow the other Party to review such announcement or communication and the opportunity to comment thereon and the disclosing party shall consider such comments in good faith; provided that the foregoing shall not restrict or prohibit the Company from making any third party and/ announcement to its employees, customers, suppliers and other business relations to the extent the Company reasonably determines in good faith that such announcement is necessary or any Governmental Authority advisable. Furthermore, nothing contained in connection this Section 7.09 shall prevent Parent or the Company and/or its respective affiliates from furnishing customary or other reasonable information concerning the Transactions to their direct or indirect current or prospective investors that is substantively consistent with public statements previously consented to by the transactions contemplated herebyother Party in accordance with this Section 7.09.

Public Announcements. (a) The Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties agree that during the Interim Period no or any of their respective Representatives shall issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of of, prior to the Purchaser and Closing, the Company and Longview or, after the Closing, Longview; provided, however, that each Party may make any such announcement or other communication (which consent shall not be unreasonably withheld, conditioned i) if such announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case (A) prior to the applicable Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Company, if the disclosing party is any Longview Party, or Longview, if the disclosing party is the Company, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall use commercially reasonable best efforts to allow consult with Longview and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other Parties reasonable time to comment oncommunications contain only information previously disclosed in a public statement, and arrange for any required filing with respect to, such press release or announcement other communication previously approved in advance of such issuanceaccordance with this Section 5.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the transactions contemplated hereby or thereby. (b) The Parties initial press release concerning this Agreement and the transactions contemplated hereby shall mutually agree upon and, be a joint press release in the form agreed by the Company and Longview prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing on the day thereof. Promptly after the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseAgreement, the Purchaser Longview shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, the Securities Laws, which the Company shall review, have the opportunity to review and comment upon prior to filing and approve Longview shall consider such comments in good faith. The Company, on the one hand, and Longview, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andor Longview, as promptly as practicable after the Closing (but in any event within four (4applicable) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”)) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the issuance of Closing (but in any event within four (4) Business Days after the Closing Press ReleaseClosing), the Purchaser Longview shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersequityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during Acquiror shall promptly, but no later than three days following the Interim Period no public releaseeffective date of this Agreement, filing or announcement concerning issue a press release disclosing the transactions contemplated hereby. Between the date of this Agreement and the Closing Date, the Company and the Acquiror shall consult with each other in issuing any other press releases or otherwise making public statements or filings and other communications with the Ancillary Documents Commission or any regulatory agency or stock market or trading facility with respect to the transactions contemplated hereby and neither party shall issue any such press release or thereby shall be issued by otherwise make any Party such public statement, filings or any of their Affiliates other communications without the prior written consent of the Purchaser and the Company (other, which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as such release or announcement may that no prior consent shall be required if such disclosure is required by law or applicable Law or regulations and/or regulator, including, in the rules or regulations case of any securities exchangethe Shareholder, the Hong Kong Stock Exchange, in which case the applicable Party disclosing party shall use commercially reasonable efforts to allow provide the other Parties party with prior notice of such public statement, filing or other communication and shall incorporate so far as practicable, into such public statement, filing or other communication the reasonable time to comment oncomments of the other party. After the Closing Date, the Acquiror shall consult with the Acquiror Nominees in issuing any press releases or otherwise making public statements or filings and arrange for other communications with the Commission or any required filing regulatory agency or stock market or trading facility with respect to, to the transactions contemplated hereby and the Acquiror shall not issue any such press release or announcement in advance of otherwise make any such issuance. (b) The Parties shall mutually agree upon andpublic statement, as promptly as practicable after filings or other communications without the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance prior written consent of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities LawsAcquiror Nominees, which the Company shall review, comment upon and approve (which approval consent shall not be unreasonably withheld, conditioned withheld or delayed) , except that no prior to filing (with consent shall be required if such disclosure is required by law or applicable regulations and/or regulator, in the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation case of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press ReleaseShareholder, the Purchaser Hong Kong Stock Exchange, in which case the Acquiror shall file a current report on Form 8-K (provide the “Closing Filing”) Acquiror Nominees with the Closing Press Release and a description prior notice of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, such public statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers communication and equity holders, and shall incorporate so far as practicable into such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, public statement, filing, notice filing or application made by or on behalf other communication the reasonable comments of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyAcquiror Nominees.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement); provided that the Purchaser provides the Company with a reasonable amount of time to complete such review, comment and approval prior to the third (3rd) Business Day after the date thereof. The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree Each of the Company, Guarantor, Parent and Merger Sub agrees that during the Interim Period no public release, filing release or announcement concerning this Agreement or the Ancillary Documents or Transactions (including any communication required to be filed with the transactions contemplated hereby or thereby SEC pursuant to Rule 14a-12 promulgated under the Exchange Act) shall be issued by any Party party or any of their Affiliates its parent company or Subsidiaries without the prior written consent of the Purchaser Company and the Company Parent (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any applicable national securities exchangeexchange or Governmental Entity to which the relevant party is subject, in which case the applicable Party party required to make the release or announcement shall use commercially its reasonable best efforts to allow the each other Parties party reasonable time to comment on, and arrange for any required filing with respect to, on such release or announcement in advance of such issuance. (b) . The Parties shall mutually Company, Parent and Merger Sub agree upon and, as promptly as practicable after that the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a initial press release announcing the execution and delivery of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Releaseshall be a joint press release of, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) issued prior to filing the approval of each of, the Company, on the one hand, and Parent or Guarantor, on the other hand. Notwithstanding the foregoing provisions of this Section 5.06, (with i) Guarantor, Parent, the Parent Representatives, the Company reviewingand the Company Representatives and Guarantor’s and the Company’s respective Subsidiaries may make public releases or announcements concerning the Transactions that are not inconsistent with previous press releases or announcements made by Parent and/or the Company in compliance with this Section 5.06, commenting upon and approving such Signing Filing in any event no later than the third (3rdii) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andGuarantor, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press ReleaseParent, the Purchaser shall file a current report on Form 8-K (Parent Representatives, the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative Company and the Purchaser Representative shall reviewCompany Representatives and Guarantor’s and the Company’s respective Subsidiaries may make public statements in response to specific questions by the press, comment upon analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by the Company and approve Parent or Guarantor and do not reveal material, non-public information regarding the other parties, the Merger or the other Transactions and (which approval iii) the restrictions set forth in this Section 5.06 shall not apply to any release or announcement made or proposed to be unreasonably withheld, conditioned or delayed) prior to filing. In made in connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Releasewith, or any other reportin response to, statement, filing notice or application made by or on behalf a Change of a Party to any Governmental Authority or other third party Board Recommendation that is effected in connection compliance with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebySection 5.03.

Public Announcements. (a) The Parties agree that during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of Purchaser, Pubco, and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) Promptly following the execution of this Agreement, and, no later than two (2) business days following the Effective Date, the Company shall file a Current Report on Form 8-K reporting entry into this Agreement and appending or incorporating by reference this Agreement (the “Public Filings”). The Parties Company and AB Value shall mutually agree that during to any summary description of this Agreement used to describe this Agreement in the Interim Period no Public Filings. The Company shall provide AB Value with a reasonable opportunity to review and comment on the Public Filings prior to them being filed with the SEC and consider in good faith any comments of AB Value. Prior to the issuance of the Public Filings, neither the Company nor AB Value nor any of their respective Affiliates or Associates shall issue any press release or public release, filing or announcement concerning regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by take any Party or any of their Affiliates action that would require public disclosure thereof without the prior written consent of the Purchaser and other party. Neither the Company (which consent nor AB Value nor any of their respective Affiliates or Associates shall not make or cause to be unreasonably withheld, conditioned made any public announcement or delayed)statement that is inconsistent with or contrary to the statements made in the Public Filings, except as such release or announcement may be required by applicable Law law or the rules or regulations of any securities exchange, in which case stock exchange or with the applicable Party shall use commercially reasonable efforts to allow prior written consent of the other Parties reasonable time party; provided, however, that unless prohibited under applicable law, such party must provide written notice to comment onthe other party at least two (2) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 6, and arrange for reasonably consider any required filing with respect to, such release or announcement in advance comments of such issuanceother party. (b) The Parties No later than two (2) business days following the Effective Date, AB Value shall mutually agree upon and, as promptly as practicable after file with the execution SEC a Schedule 13D in compliance with Section 13 of the Exchange Act reporting its entry into this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of and appending this Agreement (as an exhibit thereto or incorporating this Agreement by reference to the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report Company’s Current Report on Form 8-K (the “Signing Filing”referred to in Section 6(a) hereof. The Schedule 13D shall be consistent with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution terms of this Agreement). The Parties AB Value shall mutually agree upon and, as promptly as practicable after provide the Closing (but Company with a reasonable opportunity to review and comment on the Schedule 13D prior to being filed with the SEC and consider in good faith any event within four (4) Business Days thereafter), issue a press release announcing the consummation comments of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyCompany.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative Company Stockholder and the Purchaser Representative Disinterested Director Majority shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. On or promptly following the date hereof, Purchaser shall issue a press release with respect to this Agreement and the Contemplated Transactions and shall (a) The Parties agree that during consult with Seller at a reasonable time prior to its issuance to allow Seller to comment on such release and (b) consider in good faith any comments timely provided by Seller to such release. From and after the Interim Period no date of this Agreement, except as expressly contemplated by this Agreement, none of the parties hereto shall issue any press release or make any public releasestatement regarding (or otherwise disclose to any Person the existence or terms of) this Agreement, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party other Transaction Document or any of their Affiliates the other Contemplated Transactions, without the each other party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that Purchaser and its Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, may, subject to the terms and conditions of this Agreement (other than the provisions of this Section 5.6), make public announcements and engage in public communications regarding this Agreement and the Contemplated Transactions to the extent such announcements or communications are entirely consistent with prior public disclosures of the Purchaser and parties to this Agreement regarding the Company Contemplated Transactions in accordance with this Section 5.6. UAV shall not make any statement or announcement to its employees relating to the Contemplated Transactions without Purchaser’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), except other than internal announcements to employees or communications with Representatives, in each case on a confidential basis. Notwithstanding the foregoing: (x) each party may provide information about this Agreement and the Contemplated Transactions (i) to a Governmental Entity, Accrediting Body or Education Agency pursuant to any applicable Legal Requirement or Education Law or in response to any inquiries by such Governmental Entity, Accrediting Body or Education Agency in connection with its investigation or review with respect to this Agreement, the Stock Purchase or any of the other Contemplated Transactions, (ii) as such release or announcement may be otherwise required by or pursuant to any applicable Legal Requirement, Legal Proceeding, Education Law or the rules proceeding before any Education Agency or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (biii) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement Agreement; and (y) Purchaser may, without the “Closing Press Release”). Promptly after the issuance prior consent of the Closing Press Releaseother parties hereto, issue any such press release or make any such public announcement or statement as it deems, based on the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description advice of the Closing as legal counsel, is required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned any applicable securities law or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebystock exchange rule.

Public Announcements. (a) The Not later than two business days following the execution of this Agreement, the Company shall announce the entry into this Agreement and the material terms hereof by means of a mutually agreed upon press release in substantially the form attached hereto as Exhibit A or as otherwise agreed to by the Parties agree that during (the Interim Period no public "Press Release"). Prior to the issuance of the Press Release, the Parties shall not issue any press release, public announcement or other public statement (including, without limitation, in any filing or announcement concerning required under the Exchange Act) regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by take any Party or any of their Affiliates action that would require public disclosure thereof without the prior written consent of the Purchaser and other Party. No Party or any of its Representatives shall issue any press release, public announcement or other public statement (including, without limitation, in any filing required under the Company (which consent shall not be unreasonably withheld, conditioned or delayed)Exchange Act) concerning the subject matter of this Agreement inconsistent with the Press Release, except as such release or announcement may be required by applicable Law law, rule or regulation or the rules of the NYSE American or regulations with the prior written consent of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, Party and arrange for any required filing otherwise in accordance with respect to, such release or announcement in advance of such issuancethis Agreement. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no Not later than the third (3rd) Business Day after two business days following the execution of this Agreement, the Investors shall file with the SEC an amendment to that certain Schedule 13D of the Investors dated June 5, 2017 (the "Schedule 13D Amendment"), such Schedule 13D Amendment to be in compliance with Section 13 of the Exchange Act, reporting Investor's entry into this Agreement, disclosing applicable items to conform to their obligations hereunder and appending this Agreement as an exhibit thereto. The Investors shall provide the Company and its Representatives with a reasonable opportunity to review and comment on the Schedule 13D Amendment prior to it being filed with the SEC and consider in good faith any comments of the Company and its Representatives. (c) Not later than four business days following the execution of this Agreement, the Company shall file with the SEC a Current Report on Form 8‑K reporting its entry into this Agreement and appending this Agreement and the Mutual Press Release as an exhibit thereto (the "Form 8-K"). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) shall be consistent with the Closing Mutual Press Release and the terms of this Agreement. The Company shall provide the Investors and its Representatives with a description reasonable opportunity to review and comment on the Form 8-K prior to its filing with the SEC and consider in good faith any comments of the Closing as required by Federal Securities Laws which the Seller Representative Investors and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyits Representatives.

Public Announcements. (a) The Parties parties hereto agree that during the Interim Period no public initial press release to be issued with respect to the Transactions shall be in a form mutually agreed to by the parties hereto, and shall be issued as promptly as practicable following the execution of this Agreement. Tempranillo and Lafite shall consult with each other before issuing any other press release, filing or announcement concerning scheduling a press conference or conference call with investors or analysts, and shall use reasonable best efforts to consult with each other before making any other public statement, in each case, with respect to this Agreement or the Ancillary Documents Transactions, and shall not issue any such press release or make any such other public statement relating to this Agreement or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates Transactions without the prior written consent of the Purchaser and the Company (other party, which consent shall not be unreasonably withheld, conditioned or delayed), except as for any such release or announcement may be that Tempranillo or Lafite determines, after consultation with outside legal counsel, is required by applicable Applicable Law or the rules any listing agreement with or regulations rule of any national or foreign securities exchangeexchange or association upon which the securities of Lafite or Tempranillo, as applicable, are listed, in which case the applicable Party party required to make the release or announcement shall provide notice to and, to the extent reasonably practicable, consult with the other party about, and shall use commercially its reasonable best efforts to allow the other Parties party reasonable time (taking into account the circumstances) to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. , and the party will consider any such reasonable comments that are timely provided in good faith; provided, however, that nothing in this Section 8.05 shall prohibit or limit either party from (bi) The Parties shall mutually agree upon andmaking any public statement in response to questions from the press, analysts, investors or those attending industry conferences, making internal announcements to employees and making disclosures in the Lafite SEC Documents and the Tempranillo SEC Documents, as promptly applicable, so long as practicable after such statements, announcements and disclosures substantially reiterate (and are not inconsistent with) previous press releases, public disclosures or public statements approved in advance by the execution other party, or (ii) making any public statement, internal announcements to employees or disclosures in the Lafite SEC Documents and the Tempranillo SEC Documents in respect of this Agreement (but a Lafite Adverse Recommendation Change or Tempranillo Adverse Recommendation Change, as applicable; provided, further, that the foregoing proviso shall not in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned way effect any other prohibition or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing limitation contained in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. Except as required by applicable law or regulation, USEC shall not (a) The Parties agree use the name of any Consenting Noteholder (or any of its controlled affiliates, officers, directors, trustees, managers, stockholders, members, employees, partners, representatives or agents other than the Noteholder Advisors, in such capacity) in any press release or filing with the Securities and Exchange Commission without such Consenting Noteholder’s prior written consent or (b) disclose to any person, other than legal, accounting, financial and other advisors to USEC, the name of any Consenting Noteholder or the principal amount or percentage of Notes held by any Consenting Noteholder or any of its respective subsidiaries or affiliates; provided, however, that during USEC shall be permitted to disclose in the Interim Period no Press Release (defined below), the aggregate principal amount of, and aggregate percentage of Notes held by the Consenting Noteholders in the aggregate. USEC shall submit to the Noteholder Advisors all press releases, public releasefilings, filing public announcements or announcement concerning other written communications with any news media in each case to be made by USEC relating to this Agreement or the Ancillary Documents transactions contemplated hereby and any amendments thereof for review and potential suggestions, which shall be promptly provided. Except as required by applicable law or regulation, or the rules of any applicable stock exchange or regulatory body, or in filings to be made with the Bankruptcy Court, neither USEC nor the Consenting Noteholders shall, nor shall they permit any of their respective affiliates to, make any public announcement or otherwise communicate with any news media in respect of this Agreement or the transactions contemplated hereby or thereby by the Definitive Documents; provided, however, that notwithstanding the foregoing USEC shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after ) no later than 8:00 a.m. Eastern Time on the issuance of second Business Day following the Signing Press ReleaseAgreement Effective Date substantially in the form attached hereto as Exhibit C, and shall promptly thereafter file with the Purchaser shall file SEC a current report on Form 8-K (filing the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, this Agreement, and the Purchaser shall file Term Sheet. Notwithstanding the forgoing, if USEC fails to issue a current report on Form 8-K (the “Closing Filing”) Press Release in compliance with the Closing previous sentence, any of the Consenting Noteholders may issue a Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior containing all material information relating to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby. Nothing in this paragraph 15 shall be deemed to waive, amend or modify the terms of any Noteholder Confidentiality Agreement and, for the avoidance of doubt and notwithstanding anything to the contrary herein, the rights and obligations under each Party shall, upon request by any other Party, furnish Noteholder Confidentiality Agreement (including the Parties with all information concerning themselves, their respective directors, officers disclosure rights and equity holders, and such other matters obligations set forth in section 4 of the Noteholder Confidentiality Agreements) shall govern in the event that a Disclosure Trigger (as may be reasonably necessary defined in the Noteholder Confidentiality Agreement) occurs or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyhas occurred.

Public Announcements. (a) The Parties agree that during Until the Interim Period Closing, no Party nor any Affiliate or representative of such Party shall issue or cause the publication of the initial press release or public release, filing announcement or any subsequent press release or public announcement concerning in respect of this Agreement or the any Ancillary Documents Agreement or the transactions contemplated hereby or thereby shall be issued by any Party this Agreement or any of their Affiliates Ancillary Agreement without the prior written consent of the Purchaser and the Company other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that each Party may make internal announcements to its employees that are consistent with such Party’s prior public disclosures regarding this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby without such consent; provided, except as such release or announcement further, that (i) either Party may be make any public disclosure it believes in good faith is required by applicable Law or any listing or trading agreement or other securities exchange requirement concerning its publicly traded securities, and (ii) after the rules Closing, either Party may make disclosures of then-current public information regarding this Agreement and the transactions effected hereunder; provided, further, that each Party hereby consents to, and agrees that no consultation or regulations prior consent shall be required for, the issuance by the other Party or its Affiliates of the press releases attached hereto as Exhibit E or any securities exchangeother disclosures of the type contained, or similar to the disclosures, in which case such press releases. In the applicable event a Party shall use commercially reasonable efforts to allow has approved any disclosures as required hereunder, the other Parties reasonable time Party or its Affiliates shall be entitled to comment onmake disclosures substantially similar (as to form and content) to those prior disclosures that the non-disclosing Party has approved. Notwithstanding the foregoing or the terms of the Confidentiality Agreement, but without limiting the Purchaser’s release from its confidentiality obligations under Section 6.2(a) and arrange for the Confidentiality Agreement after the Closing, Purchaser and any required filing of its Affiliates may, without the prior written consent of Seller or any of its Affiliates, but after consultation with respect to, such release or announcement the Seller at least twenty-four (24) hours in advance of such issuance. (b) The Parties shall mutually agree upon andif before the Closing and including any consultation prior to the date hereof), as promptly as practicable after disclose the execution terms and provisions of this Agreement (but in and any event within four (4) Business Days thereafter), issue a press release announcing the execution of information regarding this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement hereby (including the “Closing Press Release”). Promptly after the issuance of the Closing Press ReleaseBusiness, the Purchaser shall file a current report on Form 8-K (Financial Statements, the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative Interim Financial Statements, and the Supplemental Financial Statements, if applicable, and any related financial information and such other information deemed necessary by Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayedits Affiliates) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, in or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby(i) offering materials for a Financing, each Party shall, upon request and/or (ii) one or more customary investor presentations or related conference calls by any other Party, furnish the Parties Purchaser and its Affiliates with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary investors or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyanalysts.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing Contemporaneously with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution and delivery of this Agreement (but in any event within four (4) Business Days thereafter)Agreement, the parties hereto shall issue a joint initial press release announcing the execution of this Agreement in such form as has been as mutually agreed. Thereafter, (i) the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser parties hereto shall file a current report on Form 8-K consult with one another prior to issuing any press release or otherwise making any public communications (the “Signing Filing”other than required filings addressed in clause (ii) below) in connection with the Signing Press Release and a description of Merger or the other transactions contemplated by this Agreement as required by Federal Securities Laws, which the Company and shall review, comment upon provide each other with a meaningful opportunity to review and approve (which such approval shall not to be unreasonably withheld, conditioned withheld or delayed) any such press releases or other public communications, and (ii) prior to filing making any required filings with any Governmental Entity, national securities exchange or interdealer quotation service with respect to the Merger or the other transactions contemplated by this Agreement, the parties will consult with one another and will provide each other with a meaningful opportunity to review and comment upon, such filings, except, with respect to clauses (i) and (ii) above, as may be required by Law, court process or by obligations pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation service in which event each party hereto shall endeavor, on a basis reasonable under the circumstances, to consult with and provide a meaningful opportunity to the other parties hereto to review, approve or comment as set forth above. Notwithstanding any provision hereof to the contrary, Parent and Merger Sub may disclose any and all information relating to this Agreement and the transactions contemplated hereby, including the Merger, the Company reviewingand its Subsidiaries, commenting upon and approving to their financing sources, including lenders; provided, that such Signing Filing financing sources execute reasonable confidentiality agreements with respect to such information. Notwithstanding anything to the contrary in this Agreement or in any event no later than other written or oral understanding or agreement to which the third (3rd) Business Day after parties hereto are parties or by which they are bound, each party may disclose to any Person, without limitation of any kind, the execution tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated by this Agreement). The Parties shall mutually agree upon and; provided, as promptly as practicable after however, that no party (nor any Representative thereof) may disclose any information that is not necessary to understanding the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation tax treatment and tax structure of the transactions contemplated by this Agreement (including the “Closing Press Release”). Promptly after the issuance identity of the Closing Press Release, parties and any information that could lead another Person to determine the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description identity of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayedparties) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice information to the extent that such disclosure could result in a violation of any federal or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebystate securities Law.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of LLIT (acting through the Purchaser LLIT Special Committee) and Newegg (acting through the Company Newegg Special Committee) (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, LLIT shall furnish to the Purchaser shall file SEC a current report Foreign Private Issuer Report on Form 86-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company Newegg shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with LLIT providing the Company draft Signing Filing to Newegg on the date of the execution of this Agreement and Newegg reviewing, commenting upon and approving such Signing Filing in any event no later than the third second (3rd2nd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, LLIT shall furnish to the Purchaser shall file SEC a current report Foreign Private Issuer Report on Form 86-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative Newegg shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingfiling (with the Newegg reviewing, commenting upon and approving such Closing Filing in any event no later than the second (2nd) Business Day after the Closing). In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party party or any of their Affiliates without the prior written consent of the Purchaser and Company, OAC and, after the Company Closing, the OAC Representative (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party party shall use commercially reasonable efforts to allow the other Parties Company, OAC and, after the Closing, the OAC Representative reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties Company and OAC shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser OAC shall file a current report Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities applicable securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement)filing. The Parties Company and the OAC Representative (or if prior to the Closing, OAC) shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Company shall file a current report Current Report on Form 8-K (the “Closing Filing”) on behalf of itself and OAC with the Closing Press Release and a description of the Closing as required by Federal Securities Laws applicable securities Laws, which the Seller Representative and the Purchaser OAC Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party party shall, upon request by any other Partyparty, furnish the Parties parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties parties agree that during GRNQ shall be entitled to issue a press release (the Interim Period no public release, filing “Press Release”) and one or more Form 8-Ks with respect to the announcement concerning of this Agreement and the transactions contemplated hereby (the “Announcements”); provided that unless required by Applicable Law or stock exchange requirements, in no event shall such Announcements disclose the Ancillary Documents shareholders of GRBV. GRNQ shall prepare the initial draft of any such Press Release, provide GRBV with a reasonable opportunity (not to be less than two (2) Business Days) to review such release and comment thereon, and consider any such comments of GRBV in good faith and use reasonable efforts to resolve any disagreements with GRBV on the contents of such Press Release before it is issued. Other than as provided in the preceding sentence with respect to the Announcements, the parties agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby or thereby shall and, except for any press releases and public statements the making of which may be issued required by any Party Applicable Law or any listing requirement of their Affiliates any national securities exchange, both parties shall not issue any such press release or make any such public statement without the prior written consent of the Purchaser and the Company GRBV (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as GRBV shall not issue any such press release or make any such public statement without the prior consent of GRNQ, and no such press release or public announcement may be shall disclose the shareholders of GRBV unless required by applicable Applicable Law or stock exchange requirements; provided, however, that if disclosure is required by Applicable Law, both parties shall, to the rules or regulations of any securities exchangeextent reasonably possible, in which case the applicable Party shall use commercially reasonable efforts to allow provide the other Parties reasonable time to comment on, and arrange for any required filing parties with respect to, such release or announcement in advance prompt notice of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) requirements prior to filing (with the Company reviewingmaking any disclosure so that such other parties may seek an appropriative protective order; provided, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day further, that after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated hereby have been announced, GRNQ shall be entitled to respond to questions in the ordinary course or issue any press release or make any other public statement that, in each case, is consistent with any public statement previously issued or made by GRNQ in accordance with the provisions of this Agreement (‎Section 6.3 or that are required to be disclosed pursuant to the “Closing Press Release”). Promptly after the issuance of the Closing Press Release1933 Act, the Purchaser shall file a current report on Form 8-K (1934 Act or the “Closing Filing”) with the Closing Press Release and a description requirements of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebynational securities exchange.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser and the Company Stockholder shall each file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser and the Company Stockholder shall each file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative Company Stockholder and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties Company and Buyer shall jointly prepare and, on the second (2nd) Business Day following the date of this Agreement, issue, an initial joint press release relating to this Agreement and the transaction contemplated hereby. Each of the Sellers’ Representative and Buyer shall in good faith agree that during to the Interim Period no public text of such initial joint press release and shall not unreasonably delay or fail to take reasonable actions to reach such agreement. Other than the initial joint press release, filing none of the Parties shall issue any press release or announcement concerning any public statement with respect to the existence of this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)and, except as such release or announcement may be required by applicable Law or the rules or regulations of law, will not issue any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such press release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after make any public statement without obtaining the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance prior written approval of the Signing Press ReleaseSellers’ Representative and Buyer, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned withheld or delayed. (b) prior to filing (with Each Party agrees that the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution terms of this Agreement)Agreement shall not be disclosed or otherwise made public and the copies of this Agreement shall not be publicly filed or otherwise made available to the public, except where such disclosure, availability or filing is required by applicable law and only to the extent required by such law. The In the event that such disclosure, availability or filing is required by applicable law, then to the extent “confidential treatment” would be available, each of the Parties agrees to use its reasonable commercial efforts to obtain “confidential treatment” of this Agreement and to redact such terms of this Agreement the other Party shall mutually agree upon andrequest. Notwithstanding the foregoing in this Section 12.2, as promptly as practicable after Buyer, Intermediate Holdings and Merger Sub shall be permitted to disclose this Agreement and the Closing terms thereof, to the extent required by any forms, reports and other documents that are required to be filed by any of them under the Securities Act or Exchange Act. (but in c) Notwithstanding the foregoing, (a) the Sellers may make any event within four (4) Business Days thereafter), issue a press release announcing the consummation of or other public announcement concerning the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall reviewother Transaction Documents to the extent that such release or announcement contains solely information previously disclosed in accordance with this Section 12.2, comment upon (b) WCP Fund I and approve the Investor may make disclosures to their limited partners to the extent such information is customarily provided to current or prospective limited partners in private equity funds and (which approval shall not be unreasonably withheldc) the parties may make disclosures to their attorneys, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party accountants and financial advisors in connection with the transactions contemplated herebytheir compliance with tax or legal reporting requirements, in each Party shallcase, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers subject to Section 12.2(a) and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebySection 12.2(b).

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as As promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days business days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day second business day after the execution of this Agreement). The Parties shall mutually agree upon and, as As promptly as practicable after the Closing (but in any event within four (4) Business Days business days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report Current Report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingfiling (with the Company reviewing, commenting upon and approving such Closing Filing in any event no later than the second business day after the Closing). In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties agree that during the Interim Period no or any of their respective Representatives shall issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of of, prior to the Purchaser CBRG Merger Effective Time, the Company and CBRG or, after the CBRG Merger Effective Time, Holdco and the Company CBRG Sponsor; provided, however, that each Party, the CBRG Sponsor and their respective Representatives may issue or make, as applicable, any such press release, public announcement or other communication (which consent shall not be unreasonably withheldi) if such press release, conditioned public announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case (A) prior to the Closing, the disclosing Party or its applicable Representatives shall, unless and to the extent prohibited by such applicable Law, (x) if the disclosing Person is a CBRG Party or a Representative of a CBRG Party, reasonably consult with the Company in connection therewith and provide the Company with an opportunity to review and comment on such press release, public announcement or communication and shall use commercially reasonable efforts consider any such comments in good faith, or (y) if the disclosing Party is the Company or a Representative of the Company, reasonably consult with CBRG in connection therewith and provide CBRG with an opportunity to allow review and comment on such press release, public announcement or communication and shall consider any such comments in good faith, or (B) after the other Parties reasonable time Closing, the disclosing Party or its applicable Representatives shall, unless and to the extent prohibited by such applicable Law, (x) if the disclosing Person is the CBRG Sponsor or a Representative of the CBRG Sponsor, reasonably consult with HoldCo in connection therewith and provide the Company with an opportunity to review and comment onon such press release, public announcement or communication and consider any such comments in good faith, (y) if the disclosing Person is HoldCo or a Representative of HoldCo, reasonably consult with the CBRG Sponsor in connection therewith and provide the CBRG Sponsor with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, and arrange for (z) if the disclosing Person is HoldCo or a Representative of HoldCo, reasonably consult with the CBRG Sponsor in connection therewith and provide the CBRG Sponsor with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, (ii) to the extent such press release, public announcements or other communications contain only information previously disclosed in a press release, public announcement or other communication previously made in accordance with this Section 5.4 and (iii) to Governmental Entities in connection with any Consents required filing to be made under this Agreement, the Ancillary Documents or in connection with respect tothe transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, such release the Parties agree that the CBRG Parties, the CBRG Sponsor, and their respective Representatives may provide general information about the subject matter of this Agreement and the transactions contemplated hereby to any direct or announcement indirect former, current or prospective investor or in advance of such issuanceconnection with normal fund raising or related marketing or informational or reporting activities. (b) The Parties initial press release concerning this Agreement and the transactions contemplated hereby shall mutually agree upon and, be a joint press release in the form agreed by the Company and CBRG prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement on the day thereof (but in any event within four (4) Business Days thereafter)or, issue a press release announcing if the date of execution of this Agreement (is not a Business Day, on the “Signing Press Release”first Business Day following execution of this Agreement). Promptly after the issuance execution of the Signing Press Releasethis Agreement, the Purchaser CBRG shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, the Securities Laws, which the Company shall review, have the opportunity to review and comment upon prior to filing and approve CBRG shall consider such comments in good faith. The Company, on the one hand, and CBRG, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andor CBRG, as promptly as practicable after the Closing (but in any event within four (4applicable) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Closing, and, on the Closing Date (or such other date as may be mutually agreed to in writing by CBRG and the Company prior to the Closing), the Parties shall cause the Closing Press Release to be released. Promptly after the issuance of Closing (but in any event within four (4) Business Days after the Closing Press ReleaseClosing), the Purchaser HoldCo shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws Laws, which the Seller Representative Closing Filing shall be in a form to be mutually agreed between CBRG and the Purchaser Representative shall review, comment upon and approve Company (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing). In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersand, in the case of the Company, its equityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during have agreed upon the Interim Period no content of a joint press release which shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon execution of this Agreement. Neither Party shall issue any other public announcement, press release, filing or announcement concerning other public disclosure regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates its subject matter without the other Party’s prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)consent, except as for any such release or announcement may be disclosure that is in the case of (i) AbbVie, in the reasonable opinion of AbbVie’s counsel, required by applicable Applicable Law or the rules of a stock exchange on which the securities of Abbvie are listed, or regulations of any securities exchange(ii) Ablynx, in the reasonable opinion of the Ablynx’s directors after taking due advice from its counsel, required by Applicable Law or the rules of a stock exchange on which case the applicable Party shall use commercially securities of Ablynx are listed. If (a) AbbVie is, in the reasonable efforts opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which AbbVie’s securities are listed to allow the other Parties reasonable time to comment onmake such a public disclosure, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties Ablynx is, in the reasonable opinion of its directors after taking due advice of its counsel, required by Applicable Law or the rules of a stock exchange on which Ablynx’s securities are listed to make such a public disclosure, then, in each case, such Party shall mutually agree upon andsubmit the proposed disclosure, as promptly well as the specific Applicable Law or rule of a stock exchange for which disclosure is required, in writing to the other Party as far in advance as reasonably practicable after (and in no event less than […***…] prior to the execution anticipated date of this Agreement (but disclosure) so as to provide a reasonable opportunity to comment thereon. The Party desiring to make any such public disclosure shall consider in good faith any event within four (4) Business Days thereafter)comments provided by the other Party with respect to such disclosure. Notwithstanding the foregoing, issue AbbVie, its Sublicensees and its and their respective Affiliates shall have the right to publicly announce, make a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance release, or make other public disclosures of the Signing Press Releaseresearch, development and commercial Information CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (including with respect to regulatory matters) regarding the Purchaser shall file a current report on Form 8-K Licensed Compound and Licensed Products; provided, that (i) such disclosure is subject to the “Signing Filing”provisions of Sections 9.1 through 9.3 with respect to Ablynx’s Confidential Information, and (ii) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval AbbVie shall not be unreasonably withheld, conditioned use the name of Ablynx (or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Releaseinsignia, or any other reportcontraction, statement, filing notice abbreviation or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyadaptation thereof) without Ablynx’s prior written consent.

Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser Purchaser, the Company and the Company Purchaser Representative and the Seller Representative (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseRelease (but in any event within four (4) Business Days after the execution of this Agreement), the Purchaser shall file a current report Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement)filing. The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press ReleaseRelease (but in any event within four (4) Business Days after the Closing), the Purchaser shall prepare and file a current report Current Report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during Unless otherwise required by Law, including federal securities law prior to the Interim Period Closing Date, no news release or other public release, filing or announcement concerning this Agreement or the Ancillary Documents or pertaining to the transactions contemplated hereby by this Agreement (other than as may be contained in the Proxy/Registration Statement) will be made by or thereby shall be issued by on behalf of any Party or any of their Affiliates party without the prior written consent of Buyer and the Purchaser Company. Prior to issuing a press release or other public announcement required by Law with respect to the execution and delivery of or the transactions contemplated by this Agreement, Buyer and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as consult with each other and shall have reasonable opportunity to comment on such press release and prior to issuing a press release or other public announcement may be required by applicable Law or with respect to the rules or regulations of any securities exchangeClosing, in which case Buyer and the applicable Party Company shall use commercially reasonable efforts to allow agree on the other Parties reasonable time to comment on, and arrange for any required filing with respect to, form of such press release or announcement in advance of such issuanceother public announcement. (b) The Parties shall mutually agree upon and, as As promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter)Agreement, PDC, the Company and Buyer shall mutually agree on and issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, each of PDC, the Purchaser Company and Buyer shall prepare and file a current report Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, attaching this Agreement and the Signing Press Release thereto (the “Signing Filing”), which the other parties shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. (c) As promptly as practicable after the completion of the Buyer Stockholder Meeting, Buyer shall prepare a Form 8-K announcing the results of the vote at such Buyer Stockholder Meeting, and announcing the Closing, if applicable, together with, or incorporating by reference, the financial statements prepared by PDC and the Company and their accountant, and such other information that may be required to be disclosed with respect to such results in any report or form to be filed with the Signing Press Release and a description of this Agreement as required by Federal Securities LawsSEC (the “Buyer Closing Filing”), which PDC and the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement)filing. The Parties shall mutually agree upon and, as As promptly as practicable after obtaining the Closing (but in any event within four (4) Business Days thereafter)PDC Stockholder Approval, issue PDC shall prepare a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K announcing such PDC Stockholder Approval, and announcing the Closing, if applicable, together with, or incorporating by reference, the financial statements prepared by Buyer and its accountant, and such other information that may be required to be disclosed with respect to such results in any report or form to be filed with the SEC (the “PDC Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws ), which the Seller Representative and the Purchaser Representative Buyer shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. As promptly as practicable after the completion of the Buyer Stockholder Vote and obtaining the PDC Stockholder Approval, Buyer, PDC and the Company shall mutually agree on and issue a press release announcing such results thereof and, if applicable, the consummation of the Closing (“Closing Press Release”). Concurrently with the Closing, Buyer, PDC and the Company shall jointly distribute the Closing Press Release and Buyer and PDC shall file the Buyer Closing Filing and the PDC Closing Filing, respectively, with the SEC. (d) In connection with the preparation of the Signing Filing, the Signing Press Release, the Signing Filing, the Buyer Closing Filing, the PDC Closing Filings and the Closing Press Release, Release or any other report, statement, filing notice or application made by or on behalf of a Party Buyer, the Founder, PDC or the Company to any Governmental Authority Government Authority, the Nasdaq Capital Market or any other third party Person in connection with the transactions Table of Contents contemplated hereby, and for such other reasonable purposes, Buyer, the Founder, PDC and the Company each Party shall, upon request by any other Partythe other, furnish the Parties other with all information concerning themselves, their respective directors, officers officers, managers, members and equity holdersstockholders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party the Buyer, the Founder, PDC or the Company to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby Transactions shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of SPAC, Holdings and the Company, except as such release release, filing or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to have the opportunity to comment on, and arrange for any required filing with respect to, such release release, filing or announcement in advance of such issuance. (b) The Parties SPAC and the Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter)Agreement, issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall have the opportunity to review, comment upon and approve prior to filing (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with ). SPAC and the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter)Closing, issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Holdings shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing Transactions as required by Federal Securities Laws which SPAC shall have the Seller Representative and the Purchaser Representative shall opportunity to review, comment upon and approve prior to filing (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby).

Public Announcements. (a) The Parties agree that during Until the Interim Period no Closing, neither Party shall make any press release or other public releaseannouncement regarding the existence of this Agreement, filing or announcement concerning this Agreement or the Ancillary Documents contents hereof or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and other Party; provided, however, that the Company (which consent foregoing shall not be unreasonably withheldrestrict disclosures by Purchaser or Seller which are (a) necessary, conditioned or delayed)upon advice of counsel, except as for such release or announcement may be required disclosing Party to comply with by applicable Law securities or other Laws or regulations or the applicable rules or regulations of any securities exchange, in which case stock exchange having jurisdiction over the applicable disclosing Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. its Affiliates or (b) The Parties shall mutually agree upon andnecessary for a Party to perform this Agreement, as promptly as practicable after the execution of this Agreement including disclosures to Governmental Bodies, a Party’s attorneys, lenders or financial advisors (but in any event within four (4) Business Days thereafterprovided that such attorneys, lenders or advisors are obligated to keep such information confidential), issue a press release announcing the execution or third parties holding preferential rights to purchase, rights of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not consent or other rights that may be unreasonably withheld, conditioned or delayed) prior applicable to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents; and provided further that Purchaser may disclose the existence and contents of this Agreement and the transactions contemplated hereby to the Standard & Poor’s and Xxxxx’x rating agencies (the “Closing Press Release”provided that such agencies are obligated to keep such information confidential). Promptly At or after the issuance of the Closing Press ReleaseClosing, the content of any press release or public announcement shall be subject to the prior review and reasonable approval of Seller and Purchaser. Notwithstanding the foregoing, Seller acknowledges and agrees that Purchaser shall file is required to make a current report on Form 8-K (the “Closing Filing”) public announcement and filing with the Closing Press Release Securities and a description of the Closing as required by Federal Securities Laws which the Seller Representative Exchange Commission (regarding this Agreement and the Upstream Purchase Agreement and the transactions contemplated hereby and thereby), including filing said agreements. Purchaser Representative shall review, will provide Seller with a reasonable opportunity to review and comment upon such public announcement and approve filing, including all exhibits thereto (which approval shall not be unreasonably withheld, conditioned or delayedand will consider Seller’s reasonable comments timely made thereto) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyrelease.

Public Announcements. Each Party agrees that, prior to Closing, the consent (a) The as to both form and content), not to be unreasonably withheld, of the other Parties agree that during the Interim Period no shall be obtained prior to issuing any press release or making any public release, filing or announcement concerning statement with respect to this Agreement or the Ancillary other Transaction Documents or the transactions contemplated hereby Transactions, except to the extent that such press release or thereby other public announcement is required in connection with the Auction, the Bid Procedures Order, any order of the Bankruptcy Court or by Applicable Law and such prior notice is not practicable given the circumstances giving rise to the requirement to issue such release; provided that Buyer Parent, Buyer, Sellers and Basic Parent shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such permitted to issue a press release or make a public announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the to announce such execution of this Agreement (and will provide the “Signing Press Release”). Promptly after other Parties with a copy of such press release or public announcement in advance of its release and provide such other Parties with a reasonable opportunity to comment on the issuance of the Signing Press Releasesame; provided, the Purchaser further that Buyer Parent shall be permitted to issue a public press release and/or file a current current, annual or quarterly report on Form 8-K (the “Signing Filing”) with the Signing Press Release Securities and a description Exchange Commission containing material non-public confidential information of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve Sellers (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andincluding, as promptly as practicable after applicable, financial and operational information of Sellers and/or with respect to the Closing (but in any event within four (4Assets) Business Days thereafter), issue a press release announcing the consummation that was disclosed to equity investors of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release Buyer Parent and/or Buyer and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party their Representatives in connection with the transactions contemplated herebyfinancing of the Transactions if and to the extent required to cleanse such Persons of such material non-public information, and Buyer will provide Sellers with a copy of such press release and/or report in advance of its release and provide Sellers with a reasonable opportunity to comment on the same. From and after the Closing, Buyer and Sellers will provide each Party shallother a copy of any press release or other public announcement with respect to this Agreement, upon request the other Transaction Documents or the Transactions that Buyer Parent, Buyer, Basic Parent or a Seller proposes to issue or make in advance of its release and provide the others with a reasonable opportunity to comment on the same, except to the extent that such press release or other public announcement is required by any other Party, furnish order of the Parties with all information concerning themselves, their respective directors, officers and equity holders, Bankruptcy Court or Applicable Law and such other matters as may be reasonably necessary or advisable in connection with prior notice is not practicable given the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party circumstances giving rise to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyrequirement to issue such release.

Public Announcements. (a) The Parties agree that during Neither Party shall issue any press release or make any public announcement or otherwise publicly disseminate information relating to the Interim Period no public release, filing or announcement concerning subject matter of this Agreement before or after the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates Closing without the prior written consent of the Purchaser and the Company other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, except as such release or announcement that (i) either Party may be make any public disclosure it believes in good faith is required by applicable Law or any listing or trading agreement or other securities exchange requirement concerning its publicly traded securities, including in the rules case of the Buyer in connection with a Financing, and (ii) after the Closing, either Party may make disclosures of then-current public information regarding this Agreement and the transactions effected hereunder; provided further, that each Party hereby consents to, and agrees that no consultation or regulations prior consent shall be required for, the issuance by the other Party or its Affiliates of the press releases attached hereto as Exhibit G or any securities exchangeother disclosures of the type contained, or similar to the disclosures, in which case such press releases. In the applicable event a Party shall use commercially reasonable efforts has approved or been consulted with respect to allow any disclosures as required hereunder, the other Parties reasonable time Party or its Affiliates shall be entitled to comment on, make disclosures substantially similar (as to form and arrange for any required filing content) to those prior disclosures that the non-disclosing Party has approved or been consulted with respect to, such as applicable. Notwithstanding the foregoing or the terms of the Confidentiality Agreement, but without limiting the Buyer’s release from its confidentiality obligations under Section 11(a) and the Confidentiality Agreement after the Closing, the Buyer and any of its Affiliates may, without the prior written consent of the Seller or announcement any of its Affiliates, but after consultation with the Seller at least 24 hours in advance of such issuance. (b) The Parties shall mutually agree upon andif before the Closing and including any consultation prior to the date hereof), as promptly as practicable after disclose the execution terms and provisions of this Agreement (but in and any event within four (4) Business Days thereafter), issue a press release announcing the execution of information regarding this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement hereby (including the “Closing Press Release”). Promptly after the issuance of the Closing Press ReleaseBusiness Assets, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative Combined Financial Statements, if applicable, and the Purchaser Representative shall review, comment upon Supplemental Combined Financial Statements and approve (which approval shall not be unreasonably withheld, conditioned any related financial information and such other information deemed necessary by the Buyer or delayedits Affiliates) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, in or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with (i) offering materials for a Financing, and/or (ii) one or more customary investor presentations or related conference calls by the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties Buyer and its Affiliates with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary investors or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyanalysts.

Public Announcements. (a) The Parties agree that during have agreed upon the Interim Period no content of a press release which shall be issued substantially in the form attached hereto as Schedule 10.4, upon execution of this Agreement; thereafter Licensor and AbbVie may each disclose to Third Parties the information contained in such press release without the need for further approval by the other Party. Except for the press release attached hereto, neither Party shall issue any other public announcement, press release, filing or announcement concerning other public disclosure regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates its subject matter without the other Party’s prior written consent consent, except for any such disclosure that is, in the opinion of the Purchaser and the Company (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as such release or announcement may be required by applicable Applicable Law or the rules or regulations of any a stock exchange on which the securities exchangeof the disclosing Party are listed. In the event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which case the applicable its securities are listed to make such a public disclosure, such Party shall use commercially reasonable efforts submit the proposed disclosure in writing to allow the other Parties Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable time opportunity to comment onthereon. Notwithstanding the foregoing, AbbVie, its Sublicensees and arrange for any required filing its and their respective Affiliates shall have the right to publicly disclose research, development and commercial information (including with respect toto regulatory matters) regarding the AbbVie Probodies, Discovery PDCs and Licensed Products; provided that if any such release research, development or announcement commercial information is materially adverse to the Exploitation of a Discovery Probody, Discovery PDC or a Licensed Product, AbbVie shall submit the proposed disclosure in writing to Licensor as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure); and further provided, that (a) such issuance. disclosure is subject to the provisions of ARTICLE 10 with respect to Licensor’s Confidential Information and (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval AbbVie shall not be unreasonably withheld, conditioned use the name of Licensor (or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Releaseinsignia, or any other reportcontraction, statement, filing notice abbreviation or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyadaptation thereof) without Licensor’s prior written permission.

Public Announcements. (a) The Parties agree that during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of Purchaser and the Seller, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”); provided, that the Parties acknowledge that they intend to issue the Signing Press Release immediately after the execution of this Agreement. Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company Seller shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company Seller reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of KAVL, Pubco and Delta, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within twenty-four (424) Business Days hours thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseRelease and within four (4) Business Days of execution of this Agreement, the Purchaser KAVL shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company Delta shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company Delta reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within twenty-four (424) Business Days hours thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press ReleaseRelease and within four (4) Business Days of execution of this Agreement, the Purchaser Pubco shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative KAVL shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties Holdings, Sporting and the Company agree that during all rights to indemnification, exculpation, advancement of expenses and the Interim Period no public releaselike now existing in favor of any director or officer of the Company and its Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, filing or announcement concerning this Agreement in an agreement between an Indemnified Party and the Company or one of its Subsidiaries set forth in Section 6.9 of the Ancillary Documents Company Disclosure Schedule, are contract rights and shall survive the Merger. In addition, and without limiting the foregoing, Holdings, Sporting and the Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of the Company or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, the Company or any of its Subsidiaries, occurring at or prior to the Effective Time including, without limitation, the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent this Agreement. Without limitation of the Purchaser foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including, without limitation, the transactions contemplated by this Agreement, occurring at or prior to, and including, the Effective Time, Holdings, Sporting and the Company Surviving Corporation will pay as incurred such Indemnified Party's legal and other expenses (which consent shall not be unreasonably withheld, conditioned or delayed), except including the cost of any investigation and preparation) incurred in connection therewith so long as such release or announcement may be party shall enter into an undertaking with Holdings, Sporting and the Surviving Corporation to reimburse Holdings, Sporting and the Surviving Corporation, to the extent required by applicable Law or the rules or regulations law, for all amounts advanced if a court of any securities exchangecompetent jurisdiction shall ultimately determine, in a judgment which case the applicable Party shall use commercially reasonable efforts is not subject to allow the other Parties reasonable time to comment onappeal or review, and arrange for any required filing with respect to, such release or announcement in advance that indemnification of such issuanceIndemnified Party is prohibited by applicable law. Holdings, Sporting and the Surviving Corporation shall pay all expenses, including reasonable attorneys' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.9. (b) The Holdings, Sporting and the Surviving Corporation shall cause to be maintained in effect for six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by the Company; provided that Holdings, Sporting and the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the Indemnified Parties and provided that such substitution shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but not result in any event within four (4) Business Days thereafter)gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, issue a press release announcing further, that Holdings, Sporting and the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval Surviving Corporation shall not be unreasonably withheld, conditioned or delayed) required to pay an annual premium in excess of 200% of the last annual premium paid by the Company prior to filing the Original Execution Date (with which premium is disclosed in Section 6.9 of the Company reviewingDisclosure Schedule) and if Holdings, commenting upon Sporting and approving such Signing Filing in any event no later than the third (3rd) Business Day after Surviving Corporation are unable to obtain the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated insurance required by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.Section 6.9

Public Announcements. (a) The Parties parties agree that during Parent shall be entitled to issue a press release (the Interim Period no public release, filing “Press Release”) and one or more Form 8-Ks with respect to the announcement concerning of this Agreement and the transactions contemplated hereby (the “Announcements”); provided that unless required by Applicable Law or stock exchange requirements, in no event shall such Announcements disclose the Ancillary Documents shareholders of Seller. Parent shall prepare the initial draft of any such Press Release, provide Seller with a reasonable opportunity (not to be less than two (2) Business Days) to review such release and comment thereon, and consider any such comments of Seller in good faith and use reasonable efforts to resolve any disagreements with Seller on the contents of such Press Release before it is issued. Other than as provided in the preceding sentence with respect to the Announcements, the parties agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby or thereby shall and, except for any press releases and public statements the making of which may be issued required by any Party Applicable Law or any listing requirement of their Affiliates any national securities exchange, Parent and Buyer shall not issue any such press release or make any such public statement without the prior written consent of the Purchaser and the Company Seller (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as Seller shall not issue any such press release or make any such public statement without the prior consent of Parent, and no such press release or public announcement may be shall disclose the shareholders of Seller unless required by applicable Applicable Law or stock exchange requirements; provided, however, that if disclosure is required by Applicable Law, Parent, Buyer and Seller shall, to the rules or regulations of any securities exchangeextent reasonably possible, in which case the applicable Party shall use commercially reasonable efforts to allow provide the other Parties reasonable time to comment on, and arrange for any required filing parties with respect to, such release or announcement in advance prompt notice of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) requirements prior to filing (with the Company reviewingmaking any disclosure so that such other parties may seek an appropriative protective order; provided, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day further, that after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated hereby have been announced, Parent shall be entitled to respond to questions in the ordinary course or issue any press release or make any other public statement that, in each case, is consistent with any public statement previously issued or made by Parent in accordance with the provisions of this Agreement (‎Section 6.02 or that are required to be disclosed pursuant to the “Closing Press Release”). Promptly after the issuance of the Closing Press Release1933 Act, the Purchaser shall file a current report on Form 8-K (1934 Act or the “Closing Filing”) with the Closing Press Release and a description requirements of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebynational securities exchange.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby Transactions shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of the Purchaser and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts endeavours to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon andPurchaser and the Company shall, as promptly as practicable after following the execution of this Agreement (but in any event within four (4) Business Days thereafteron the date of the execution of this Agreement and, if this Agreement is signed before market opening, before market opening), issue a press release in the Agreed Form announcing the execution of this Agreement (the “Signing Press Release”). Promptly after , which will simultaneously or as soon as reasonably practicable thereafter be published by the issuance of Purchaser on its website and be filed by the Signing Press ReleasePurchaser with the CSSF, the Purchaser shall file a current report on Form 8-K Luxembourg OAM and the AFM (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andPurchaser and the Company shall, as promptly as practicable after the Share Exchange Closing (but in any event within four (4) Business Days thereafterbefore market opening on the date of the Share Exchange Closing), issue a press release in Agreed Form announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after , which will simultaneously or as soon as reasonably practicable thereafter be published by the issuance of Purchaser on its website and be filed by the Closing Press ReleasePurchaser with CSSF, the Purchaser shall file a current report on Form 8-K Luxembourg OAM and the AFM (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing). In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyTransactions, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated herebyTransactions, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated herebyTransactions.

Public Announcements. (a) The Parties agree Confidentiality Agreement between the Seller and Buyer continues to apply, and the Operative Agreements as well as the proposed transaction are subject to and confidential under that during Confidentiality Agreement. For […***…] after the Interim Period no Closing Date, all public release, filing or announcement concerning this Agreement or announcements in the Ancillary Documents form of a Press Release relating to the Operative Agreements or the transactions contemplated hereby or thereby shall be issued made only after consultation between the Parties, except for disclosures by any either Party that in the opinion of counsel for such Party are necessary and proper under applicable law, rule or any of their Affiliates without regulation (but only after the prior written consent of disclosing Party has taken all reasonable steps to advise the Purchaser other Party about the Party’s intention to make, and the Company (which consent proposed contents of, such disclosures). Any direct disclosures to customers in connection with commercial relationships shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or reveal the rules or regulations of any securities exchange, consideration specified in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution Section 1.3 of this Agreement). The Parties Notwithstanding the foregoing, either Party shall mutually agree upon andhave the right, in its sole discretion, to make such disclosures as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned it may deem necessary or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party advisable to any Governmental Authority Authority. In the event of a breach or anticipatory breach of this Section 9.3. by either Party, the other third party Party shall be entitled, in connection addition to any and all other remedies available at law or in equity, to preliminary and permanent injunctive relief and specific performance without proving damages. Each of the Parties hereto will rely on their own advisors with respect to advice regarding the transactions tax treatment and structure of the transaction contemplated herebyunder this Agreement. The parties also recognize that under IRS regulations promulgated earlier this year with respect to tax shelters (“Tax Shelter Regulations”), a transaction may be deemed a “confidential transaction” thereunder unless the related agreements expressly permit the disclosure of the “tax treatment and tax structure” of the transaction. Therefore, notwithstanding anything to the contrary herein or in any other Operative Agreement, each Party shall, upon request by any of the parties agree that the other Party, furnish the Parties with may disclose all information concerning themselvesregarding the “tax treatment and tax structure” of the transaction contemplated under this Agreement, their respective directors, officers but only to the extent and equity holders, and such other matters in the manner required to avoid having the transaction contemplated under this Agreement be treated as may be reasonably necessary or advisable in connection with a reportable transaction under the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyTax Shelter Regulations.

Public Announcements. (a) The After the Effective Date, the Parties agree that during shall jointly issue a press release with respect to this Agreement in the Interim Period no form agreed upon by the Parties, which is attached hereto as Exhibit B, and on the date agreed to by the Parties, and either Party may make subsequent public releasedisclosures of the contents of such press release without further approval of the other Party. Subject to the foregoing, filing neither Party shall issue any other public announcement, press release or announcement concerning other public disclosure regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates its subject matter without the other Party’s prior written consent of the Purchaser and the Company (which such consent shall not to be unreasonably withheld, conditioned conditioned, or delayed), except as for any such release or announcement may be disclosure that is, in the opinion of the disclosing Party’s counsel, required by applicable Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed (or regulations of any securities exchangeto which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which case the applicable its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall use commercially reasonable efforts submit the proposed disclosure in writing to allow the other Parties Party as far in advance as reasonably practicable (and in no event less than [*] Business Days prior to the anticipated date of disclosure) so as to provide a reasonable time opportunity to comment onthereon. Notwithstanding the foregoing, Allergan and arrange for any required filing its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to, to regulatory matters) regarding the Licensed Products; provided such release or announcement in advance disclosure is subject to the provisions of such issuance. ARTICLE 8 with respect to UroGen’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to (bi) The Parties shall mutually agree upon and, as promptly as practicable after repeat any information regarding the execution terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party accordance with this Section 8.6, (but ii) provide non-material updates regarding the activities being performed hereunder, or (iii) provide updates regarding the achievement of any milestone events and any payments owed in any event within four connection therewith; provided that (4x) Business Days thereafter), issue a press release announcing the execution for disclosures by UroGen described in clause (ii) and (iii) of this Agreement sentence, Allergan’s consent shall be required prior to such disclosure (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall such consent not to be unreasonably withheld, conditioned conditioned, or delayed), and (y) prior such information is accurate as of the time of the disclosure, the frequency and form of such disclosure are reasonable, and the disclosure is otherwise at all times subject to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution provisions of this Agreement)ARTICLE 8. The Subject to this ARTICLE 8, upon UroGen’s request, the Parties shall mutually use good faith efforts to agree upon and, as promptly as practicable after talking points regarding the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation status of the transactions activities contemplated by under this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Releasereasonably acceptable to Allergan that UroGen may disclose in investors meetings, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall reviewpress or investor conferences, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Releaseearnings calls, or any at other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebysimilar events.

Public Announcements. (a) The Parties agree that during the Interim Period no public No party shall issue or make a written press release, public announcement or public filing or announcement concerning this Agreement or the Ancillary Documents or relating to the transactions and agreements contemplated hereby or thereby shall be issued by any Party or any of their Affiliates this Letter Agreement and the addenda hereto without the prior written consent approval of each of the Purchaser and other parties hereto, (i) except language generally consistent with the Company (which consent shall not be unreasonably withheldquoted language set forth below in this paragraph 12, conditioned or delayed), except as such quoted language may subsequently be reasonably modified by any of the parties, consistent with the meaning thereof, in connection with any press release or announcement may be required by applicable Law or the rules or regulations other public filing of any securities exchange, in which case of the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment onparties hereto, and arrange for any required filing with respect to, as such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after language may subsequently be reasonably modified to reflect the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation closing of the transactions contemplated by this Letter Agreement and the addenda hereto and as such language may be reasonably supplemented with quotations from the executive officers of the parties, consistent with the foregoing, that are supportive of the transaction, or (ii) unless such press release, public filing or public announcement is required to be issued or made pursuant to any applicable statute or other law, rule or regulation. Notwithstanding the “Closing Press Release”foregoing, no party shall issue any press release, make any public filing or make any public announcement, written or oral, that is not consistent with the foregoing provisions or that contains any disparaging remarks relating to any other party hereto or relating to the terms of any of the transactions contemplated by this Letter Agreement and the addenda hereto. The parties agree that, without the consent of each other party hereto, no party will issue any press release, make any public filing or make a public announcement, written or oral, which assigns an economic value Mr. Xxxxxxx Xxxxxx Xx. Xxxx X. Goff Xx. Xxxxxxx X. Stevens August 10, 1999 Page 4 to such transactions or the components of such transactions. The quoted language referred to above is as follows: "Crescent Real Estate Equities Limited Partnership ("CEI"), Magellan Health Services, Inc. ("Magellan"), Crescent Operating, Inc. ("COPI") and Charter Behavioral Health Systems, LLC ("CBHS") entered into a binding Letter Agreement dated August 10, 1999, relating to a proposed recapitalization of CBHS and restructuring of relationships among the parties. Promptly CBHS is the lessee, under a master lease agreement, of approximately 90 psychiatric hospitals owned by CEI. "Under the Letter Agreement and consistent with Magellan's strategy of exiting the hospital provider business, Magellan has agreed that it will, at the closing of the transactions, transfer its remaining hospital-based assets (including Charter Advantage, Charter Franchise Services, LLC, the call center assets, the Charter name and related intellectual property and certain other assets) to CBHS, and cancel its accrued franchise fees. Thereafter, Magellan will no longer be obligated to provide franchise services to CBHS. Magellan will also effectively transfer 80% of its CBHS common interest and all of its preferred interest to CBHS, leaving Magellan with a 10% common membership interest, and COPI with a 90% common membership interest and 100% of the preferred membership interest in CBHS. Additionally, it is anticipated that CBHS management will have the ability to acquire up to 30% of the common membership interests. COPI plans to restructure its investment in CBHS so that the closing of the transactions will not result in COPI's control of CBHS. "In connection with the execution of the Letter Agreement, Magellan, CBHS, CEI and COPI have agreed to provide each other with mutual releases of all claims and disputes against each other, with certain specified exceptions, and CEI has deferred the August 1999 rent due from CBHS to the last four months of 1999. Additionally, with the execution of the Letter Agreement, the $2.5 million held in escrow in connection with a pending arbitration between Magellan and COPI was released to COPI. "Magellan and CBHS also have modified and extended their existing arrangement which designates CBHS a preferred provider of inpatient acute behavioral health services. "As a result of the execution of the Letter Agreement, the parties expect that CBHS will be further strengthened by a closing of the transactions contemplated by the Letter Agreement. CEI also expects that it will agree to sell up to 20 of the hospitals currently managed by CBHS and use the proceeds to acquire secured debt of CBHS, subject to the satisfaction of various conditions. CEI expects that, on an overall basis, CBHS's rent under the master lease would not be reduced in connection with that transaction. "The closing of the transactions contemplated by the Letter Agreement is anticipated to take place within 30 days, subject to the satisfaction of certain customary closing conditions and consents, and other contingencies. If the closing does not occur within 30 days, the Letter Agreement terminates." Mr. Xxxxxxx Xxxxxx Xx. Xxxx X. Goff Xx. Xxxxxxx X. Stevens August 10, 1999 In the event that the closing of the transactions contemplated by this Letter Agreement and the addenda hereto does not occur within 30 days after the issuance date hereof, each party shall be permitted to issue a written press release or make a public filing or public announcement relating to such failure to close, provided that such party shall not make any disparaging remarks relating to any other party hereto or relating to the terms of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description any of the Closing as such transactions. Any approval required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval pursuant to this Paragraph 12 shall not be unreasonably withheld, conditioned withheld or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request delayed by any other Partyparty hereto. Mr. Xxxxxxx Xxxxxx Xx. Xxxx X. Goff Xx. Xxxxxxx X. Stevens August 10, furnish 1999 Please return a signed copy of this Letter Agreement to the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as undersigned to confirm the binding agreements set forth herein. This Letter Agreement may be reasonably necessary signed in one or advisable in connection with the transactions contemplated herebymore counterparts. Sincerely, or any other reportMAGELLAN HEALTH SERVICES, statementINC. By: /s/ Xxxxxxxx X. Xxxxxxxx ----------------------------------------- Name: Xxxxxxxx X. Xxxxxxxx ------------------------------------ Title: Executive Vice President and Chief Financial Officer ----------------------------------- Mr. Xxxxxxx Xxxxxx Xx. Xxxx X. Goff Xx. Xxxxxxx X. Stevens August 10, filing1999 Accepted and agreed to this 10th day of August, notice or application made by or on behalf 1999. CHARTER BEHAVIORAL HEALTH SYSTEMS, LLC By: /s/ Xxxxxxx Xxxxxx -------------------------------------------- Xxxxxxx Xxxxxx President and Chief Executive Officer Agreed and accepted this 10th day of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.August, 1999 solely for purposes of Paragraphs 2, 3, 5, 6, 7, 9, 11 and 12 hereof: CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP By Crescent Real Estate Equities, Ltd., its General Partner By: /s/ Xxxxx X. Xxxxxx, Xx. -------------------------------------------- Xxxxx X. Xxxxxx, Xx. Senior Vice President - Acquisitions Agreed and accepted this 10th day of August, 1999 solely for purposes of Paragraphs 2, 3, 7, 9, 10, 11 and 12 hereof: CRESCENT OPERATING, INC. By: /s/ Xxxxxxx X. Xxxxxxx -------------------------------------------- Xxxxxxx X. Xxxxxxx Executive Vice President and Chief Operating Officer LETTER AGREEMENT ADDENDUM A TERMS OF TRANSACTIONS I. PARTIES: Magellan Health Services, Inc. Charter Behavioral Health Systems, LLC, including its applicable controlled subsidiaries and affiliates ("CBHS")

Public Announcements. (a) The Parties agree that during As promptly as practicable after execution of this Agreement, EdtechX will prepare and file a Current Report on Form 8-K (the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby content of which shall be issued approved by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall in advance, the Company’s approval not to be unreasonably withheld, conditioned conditioned, or delayed), except as such release or announcement may be required by applicable Law or ) pursuant to the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts Exchange Act to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after report the execution of this Agreement (but in any event within four “Signing Form 8-K”). (4b) Business Days thereafter)Promptly after the execution of this Agreement, EdtechX and the Company shall also issue a joint press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release. (c) At least five (5) days prior to Closing, the Purchaser EdtechX shall file prepare a current report draft Current Report on Form 8-K (announcing the “Signing Filing”) Closing, together with, or incorporating by reference, the financial statements prepared by the Company and its accountant, and such other information that may be required to be disclosed with respect to the Merger in any report or form to be filed with the Signing Press Release and a description of this Agreement as required by Federal Securities LawsSEC (“Closing Form 8-K”), which shall be in a form and substance approved by the Company shall reviewin advance, comment upon and approve (which the Company’s approval shall not to be unreasonably withheld, conditioned conditioned, or delayed. Concurrently with the Closing, or as soon as practicable thereafter, EdtechX shall file the Closing Form 8-K with the Commission. (d) At least five (5) days prior to filing (Closing, Holdco shall prepare a draft Shell Company Report on Form 20-F announcing the Closing, together with, or incorporating by reference, the financial statements prepared by the Company and its accountant, and such other information that may be required to be disclosed with respect to the Merger in any report or form to be filed with the SEC (“Closing Form 20-F”), which shall be in a form reasonably acceptable to the Company reviewingand EdtechX. Concurrently with the Closing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, or as promptly soon as practicable after thereafter, Holdco shall file the Closing Form 20-F with the Commission. (but in any event within four (4e) Business Days thereafter)Prior to Closing, issue EdtechX and the Company shall prepare a press release announcing the consummation of the transactions contemplated by this Agreement Mergers hereunder (the “Closing Press Release”). Promptly after Concurrently with the issuance of Closing, EdtechX shall distribute the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties parties hereto agree that during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby (in each case, other than the Form F-4 or Proxy Statement/Prospectus, which is governed by Section 10.10) shall be issued by any Party party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not to be unreasonably withheld, conditioned or delayed)) of VIH and the Target Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party party shall use commercially reasonable efforts to allow the other Parties parties reasonable time to review, comment on, and arrange for any required filing with respect to, to such release or announcement in advance of such issuance; provided, however, that, subject to this Section 10.11, each party hereto and its Affiliates may make internal announcements regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby to their and their Affiliates’ respective directors, officers and employees without the consent of any other party hereto and may make public statements regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby containing information or events already publicly known other than as a result of a breach of this Section 10.11. (b) The Parties VIH and the Target Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser VIH shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Target Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with filing. VIH and the Target Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter)Closing, issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Holdco shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party party shall, upon request by any other Partyparty, furnish the Parties parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party party to any third party and/ or any and/or Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby thereby, save in respect of any public release, filing or announcement necessary under the Cross Border Merger Laws, shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser Purchaser, Holdco and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement); provided that the Purchaser provides the Target Company with a reasonable amount of time to complete such review, comment and approval prior to the third (3rd) Business Day after the date thereof. The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative Company and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser Purchaser, Pubco and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties Purchaser, Pubco and the Company reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties Purchaser and the Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties Pubco, the Purchaser Representative and the Seller Representative shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingfiling (with the Seller Representative and the Purchaser Representative each reviewing, commenting upon and approving such Closing Filing in any event no later than the third (3rd) Business Day after the Closing). In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, managers, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during that, at any time on or after the Interim Period date hereof and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Second Closing, no public release, filing or announcement concerning this Agreement or the Ancillary other Transaction Documents or the transactions contemplated hereby or thereby Transactions shall be issued by any Party or any of their Representatives or Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of Acquiror, the Company and the Acquisition Entities, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities applicable securities Laws, which shall be subject to the Company shall Company’s review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement)filing. The Parties shall mutually agree upon and, as promptly as practicable after the Merger Closing Date (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser PubCo shall file a current report on Form 820-K F (the “Closing Filing”) with the Closing Press Release and a description of the Closing Transactions as required by Federal Securities all applicable Laws which the Seller Representative Acquiror and the Purchaser Representative Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyTransactions, each Party of the Company and Transaction Entities on one hand, and Acquiror on the other, shall, upon request by any other Partythe other, furnish the Parties other parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated herebyTransactions, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated herebyTransactions.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement); provided that Purchaser provides the Company with a reasonable period of time to complete such review, comment and approval prior thereto. The Parties shall mutually agree upon and, as promptly as practicable after the Closing End Date (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing End Date Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing End Date Press Release and a description of the Closing End Date as required by Federal Securities Laws which the Seller Representative Purchaser and the Purchaser Representative Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing End Date Filing, the Closing End Date Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during have agreed the Interim Period no public press releases set out as Schedule 12.4 shall be the press release announcing the transaction contemplated by this Agreement. Other than the relevant press release, filing neither Party shall issue any public announcement, press release, or announcement concerning other public disclosure regarding this Agreement or its subject matter without the Ancillary Documents other Party’s prior written consent, except for any such disclosure that is, required by Applicable Law or the transactions contemplated hereby rules of a stock exchange on which the securities of the disclosing Party are listed (or thereby to which an application for listing has been submitted). In the event a Party is, required by Applicable Law or the rules of a stock exchange on which its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] ([***]) Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding anything to the contrary herein, (i) following initial press release announcing this Agreement, each Party shall be issued by any Party or any of their Affiliates free to disclose, without the other Party’s prior written consent, the existence of this Agreement, and those terms of the Agreement which have already been publicly disclosed in accordance herewith, and (ii) in respect of a particular Licensed Target, Silence may disclose the identity of such Licensed Target and its stage of Development, provided always that in respect of the Global Licensed Target and the corresponding Global Licensed Compounds and Global Licensed Products, subject to Xxxxxx’s prior written consent of the Purchaser and the Company (which such consent shall not to be unreasonably withheld, conditioned delayed or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”conditioned). Promptly after Except as expressly set forth to the issuance of contrary in the Signing Press Releaseforegoing or this Agreement, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval Silence shall not disclose Xxxxxx’s name in relation to a Licensed Target and the corresponding Licensed Compounds and Licensed Products without Xxxxxx’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyconditioned).

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuanceissuance provided, however, that the foregoing shall not prohibit Purchaser, Sponsor, and their respective Representatives from providing general information about the subject matter of this Agreement and the transactions contemplated hereby to any direct or indirect current or prospective investor, including to potential participants in connection with a Financing in accordance with Section 12.1, or in connection with normal fund raising or related marketing or informational or reporting activities; and provided, further, that subject to Section 6.02 and this Section 6.13, the foregoing shall not prohibit any Party from communicating with third parties to the extent necessary for the purpose of seeking any required third party consent. Notwithstanding the foregoing, Purchaser and the Company may make statements that are consistent with previous public releases made by such Party in compliance with this Section 6.13. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, have the opportunity to review and comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving Purchaser shall consider any such Signing Filing comments in any event no later than the third (3rd) Business Day after the execution of this Agreement)good faith. The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws Laws, which the Seller Representative and Sponsor shall have the Purchaser Representative shall review, comment upon opportunity to review and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingcomment. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby Transactions shall be issued by any Party or any of their Affiliates or any of their respective representatives without the prior written consent of the Purchaser and the Company (which consent shall not to be unreasonably withheld, conditioned or delayed)) of PHP Ventures and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties Party reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser PHP Ventures shall file with the SEC a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement, provided that PHP Ventures provides the Company with a reasonable period of time to complete its review, comment and approval prior to the third (3rd) Business Day after the date thereof). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Company shall file with the SEC a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative Sponsor shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated hereby. From and after the Effective Time, any matter requiring PHP Ventures approval shall require the approval of the Sponsor.

Public Announcements. (a) The Parties agree that during the Interim Period at all times no Party hereto shall issue or make, and each Party shall cause its Affiliates and representatives not to issue or make, any press releases or public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates this Agreement without the prior written consent of the Purchaser and the Company other Party hereto (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law Legal Requirement or the rules or regulations of any applicable United States securities exchangeexchange or other Governmental Entity to which the relevant party is subject or submits, in which case the applicable Party required to make the release or announcement shall use its commercially reasonable efforts to allow the other Parties Party reasonable time to comment on, and arrange for any required filing with respect to, on such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after . Each Party hereto will also obtain the execution prior written approval by the other Party hereto of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not to be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release issued announcing the consummation of the transactions contemplated by this Agreement. For the avoidance of doubt, the foregoing shall not prevent: (a) disclosures by Parent or the Stockholder Representative or the Company’s material stockholders (i) to their members, holders of its equity securities, limited partners and Affiliates and (ii) in connection with any private equity, investment or similar fundraising activities by the direct or indirect, holders of their equity securities or Affiliates, in each case so long as the recipients of such disclosure are bound by customary confidentiality obligations; (b) disclosures by a Party to its respective legal counsel, accountants, financial advisors or other advisors providing legal, tax, accounting, estate planning or investment advice; (c) customary post-closing tombstone announcements that do not include price or other transaction terms; and (d) disclosures as are required to comply with the obligations under this Agreement (the “Closing Press Release”). Promptly after the issuance or any of the other Transaction Documents. Without the prior written consent of Parent not to be unreasonably withheld, between the date hereof and the Closing Press ReleaseDate, the Purchaser Company shall file a current report on Form 8not, and shall cause each of its Subsidiaries to not, make any broad-K (based announcements or disclosures regarding the “Closing Filing”) with the Closing Press Release and a description transactions contemplated hereby to any customers, suppliers or other business partners of the Closing as required by Federal Securities Laws which Company or any of its Subsidiaries without the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall prior written consent of Parent not to be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. (a) The Parties agree that during Within 24 hours after the Interim Period no public releaseexecution of the Agreement, filing or announcement concerning this Buyer will issue a press release regarding the Agreement or and Contemplated Transactions in a form mutually agreed to between the Ancillary Documents or Company, the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without Sellers’ Representative and Buyer. Without the prior written consent of the Purchaser and the Company (other, which consent shall will not be unreasonably withheld, conditioned delayed or delayed)conditioned, none of Sellers’ Representative, Sellers, nor any of its controlled affiliates, the Company, Buyer nor MergerSub will issue or make prior to the Closing any public release or announcement with respect to this Agreement or the Contemplated Transactions, except as such release or announcement may be required by applicable Applicable Law or the rules or regulations of any applicable national securities exchangeexchange to which the relevant party is subject (including filings pursuant to Section 7.01), in which case the applicable Party shall use commercially reasonable efforts party required to allow make the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance shall use its reasonable best efforts to afford, for a reasonable period prior to the making of such issuance. (b) The Parties shall mutually agree disclosure, a reasonable opportunity to review and comment upon and, as promptly as practicable after the execution intended form and substance of such disclosure. Notwithstanding the foregoing provisions of this Agreement Section 7.02, (but in any event within four (4i) Business Days thereafter)Sellers, issue a press release announcing Sellers’ Representative, the execution of Company and Buyer may make public releases or announcements concerning this Agreement or the Contemplated Transactions that contain only information that is not materially inconsistent with information that has been previously disclosed in compliance with this Section 7.02, (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall ii) Buyer may file a current report Current Report on Form 8-K (with respect to the “Signing Filing”) Contemplated Transactions and Buyer and the Company may make communications to its respective employees and may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, in all cases so long as any such disclosure is not materially inconsistent with previous disclosure made in compliance with this Section 7.02. No public disclosure of the Signing Press Release and a description identities of this Agreement as the Sellers will be made by the Company or Buyer or any of their respective Subsidiaries prior to, at or after the Closing, without the consent of the Sellers’ Representative, except to the extent required by Federal Securities Laws, Applicable Law or the rules or regulations of any applicable national securities exchange to which the Company shall reviewrelevant party is subject; provided, however, the party required to make any such disclosure will have afforded the Sellers’ Representative, for a reasonable period prior to the making of such disclosure, a reasonable opportunity to review and comment upon the intended form and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving substance of such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebydisclosure.

Public Announcements. (a) The Parties agree that during Promptly after the Interim Period no public releaseexecution of this Agreement, filing Parent shall disseminate a press release in the form and substance of the press release heretofore agreed upon by Parent and Sellers. (b) Parent may, if it so determines, arrange one or announcement concerning more conference calls, subsequent press releases or other means for publicly disclosing the transactions contemplated hereby, independent of the Financing. To the extent feasible, Parent will consult with Agent prior to conducting such conference calls or pursuing such other forms of communication. (c) Within four (4) Business Days after the execution of this Agreement or Agreement, Parent intends to file with the Ancillary Documents or SEC the Acquisition 8-K (as defined in the Commitment Letter) pursuant to which it will describe the transactions contemplated hereby and pursuant to which it may file, as required, with the SEC a copy of this Agreement, the Ancillary Agreements and other documents related thereto. (d) In connection with the Financing and other steps that Parent may take to raise equity or debt capital, and in other filings that Parent may be required to make under the Exchange Act, Parent may make such other public disclosures regarding this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby as are required by Law in the opinion of Parent’s counsel, subject, except in the case of filings that Parent may be required to make under the Exchange Act, to prior notice to Sellers if practicable. (e) Following the initial public announcement of the transactions contemplated hereby and prior to the Closing, subject to Section 7.14, Sellers and Members may make announcements regarding the transactions contemplated hereby to any employees, customers, suppliers and others having dealings with either Seller; provided, however, that such announcements shall not include any material information not theretofore publicly disclosed by Parent and shall be issued subject to Parent’s prior review and written approval. (f) In all other instances, until the consummation of the Closing or the termination of this Agreement, none of the Parties hereto will issue or make any report, statement or release pertaining to the matters contemplated by any Party or any of their Affiliates this Agreement without the prior written consent of the Purchaser Parent and the Company (which Agent, such consent shall not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Parties hereto may make such disclosures as are required, in the opinion of their respective counsel, by Law, the requirements of the SEC or the rules of NASDAQ and/or any quotation system or exchange upon which any security of Parent is traded or quoted, as the case may be. (g) Following the Closing, except as such release or announcement may be otherwise required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case the applicable Party Sellers and Members shall use commercially reasonable efforts to allow the other Parties reasonable time to comment onnot, and arrange for any required filing with respect shall cause their Affiliates not to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in disclose any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of information regarding the transactions contemplated hereby unless (i) such information has previously been publicly disclosed by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file Parent in a current report on Form 8-K (the “Closing Filing”) filing made by Parent with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press ReleaseSEC, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection (ii) such information is disclosed with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyParent’s prior written consent.

Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser SPAC and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon andupon, and as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement, assuming that the Signing Filing is provided to the Company for its review on the date of the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), to issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser SPAC shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

Public Announcements. Each Party shall not, without the approval of the other Parties, (ai) The Parties agree that during the Interim Period no make any press release or other public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any Ancillary Agreement and (ii) shall keep confidential and not disclose, and shall cause their respective Affiliates and directors, officers and employees of such Party and its Affiliates to (and shall instruct any of its other reportagents, statementadvisors, filing notice consultants, other than counsel or application auditors who are bound by an ethical obligation of confidentiality, and independent contractors to whom disclosure may be made by or on behalf of a Party to any Governmental Authority or other third party in connection with the negotiation and performance of this Agreement or any Ancillary Agreement to) keep confidential and not disclose, any of the terms and conditions of this Agreement or any Ancillary Agreement to any third party, in each case except as and to the extent that any such Party shall be so obligated by Law or the rules of any stock exchange or automated securities quotation system, judicial process, taxing authority or regulatory requirements (including any filing required by the Securities Act, the Securities Exchange Act or German securities laws), in which case the other Parties shall be so advised and the Parties shall use their reasonable best efforts to cause a mutually agreeable release or announcement to be issued. Nothing contained in the foregoing shall preclude communications or disclosures necessary to implement the provisions of this Agreement or any Ancillary Agreement, or to comply with applicable accounting, Securities Act, Securities Exchange Act, German securities laws, and other regulatory disclosure obligations; provided that the disclosing Party shall to the extent practicable provide the other Parties with reasonable advance notice of such regulatory disclosure and comply with reasonable instructions (so long as provided in a timely manner) from the non-disclosing Party designed to obtain confidential treatment for such materials. Moreover, nothing in this Agreement shall preclude (i) disclosure of the existence or copies of this Agreement or any Ancillary Agreement to the Department of Justice, or (ii) the disclosure of the existence of this Agreement, any Ancillary Agreement or the transactions contemplated herebyhereby to the FCC, in each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters instance as may be reasonably necessary or advisable in connection with to implement the transactions contemplated hereby, provisions of this Agreement or any other reportAncillary Agreement or to comply with regulatory disclosure obligations; or (iii) disclosure of the existence or copies of this Agreement or the Ancillary Agreements to AWE, statement, filing, notice or application made by or on behalf provided that AWE shall have agreed to maintain such information in confidence pursuant to the terms of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebywritten agreement.