Common use of Public Announcements Clause in Contracts

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faith.

Public Announcements. The initial press release relating Except with respect to any Change in Company Recommendation, any Change in Parent Recommendation or any action taken by the Company or the Company Board or Parent or the Parent Board, as applicable, pursuant to and in accordance with Section 7.4, so long as this Agreement shall be a joint press release issued by Parent and the Company. Thereafteris in effect, Parent and the Company and Parent shall consult with each other before issuing any press release or otherwise making any other public announcements, statements or scheduling a press conference or conference call with investors or analysts, filings with respect to this Agreement or any of the transactions contemplated by this Agreement and, except as otherwise permitted or required by this Agreement and except for the initial press release that will be mutually agreed in good faith by the Parties and the filing of this Agreement (and a summary of this Agreement) and the Form S-4 and the Proxy Statement/Prospectus with the SEC, none of the Company or Parent shall not issue any such press release or make any such other public announcement without statement or filing prior to obtaining the consent of the other party, Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, except as however, that a Party may, without the prior consent of the other Parties, issue any such press release or announcement make any such public statement or filing (a) if the disclosure contained therein is consistent in all material respects with the initial press release referred to above, the summary of this Agreement filed with the SEC, the Form S-4 or the Proxy Statement/Prospectus or (b) as may be required by Applicable Law Law, order or the applicable rules of any stock exchange or quotation system if, in the case of this clause (b), (i) for any reason it is not reasonably practicable to consult with the other Party before making any public statement with respect to this Agreement or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case transactions contemplated by this Agreement or (ii) the party required to make the Party issuing such press release or announcement shall use making such public statement has used its commercially reasonable best efforts to consult with the other party about, Party and allow the other party reasonable time (taking into account the circumstances) to comment on, obtain such release or announcement Party’s consent but has been unable to do so in advance a timely manner through no fault of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithParty.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by (a) Each of Parent and Merger Sub, on the one hand, and the Company. Thereafter, Parent and on the Company other hand, shall consult with each other before issuing issuing, and give each other a reasonable opportunity to review and comment upon, any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements (including announcements to the employees of the Company and its Subsidiaries) with respect to this Agreement or Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement hereby and shall not issue any such press release or make any such other public announcement (including announcements to the employees of the Company and its Subsidiaries) without the prior consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law applicable Law, court process or by obligations pursuant to any listing agreement with or rule of any national securities exchange or association upon which the national securities of quotation system; provided, that Parent or the Company are listedmay include disclosures relating to this Agreement, the Offer, the Merger and the transactions contemplated herein in which case the party required to make the release or announcement shall use reasonable best efforts to consult its respective periodic filings with the other party aboutSEC without seeking consent from, and allow or consulting with, the other party reasonable time (taking into account party, so long as such disclosures are not inconsistent with the circumstances) to comment on, such release or announcement information contained in advance of such issuance, (b) that is consistent with previous press releases, public disclosures or public statements made jointly by Parent and the parties Company (or individuallymade individually by the Company or Parent, if approved previously consented to by the other party or (c) relates to an Acquisition Proposal or Superior Proposalparty); provided, howeverfurther, that notwithstanding each of Parent and the foregoing Company may make any public statement in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with the information contained in previous press releases, public disclosures or public statements made jointly by Parent and for the avoidance of doubtCompany (or individually by a party, if previously consented to by the other party); provided, finally, that the Company shall not be required to consult provide Parent any such opportunity to review or comment in connection with Parent before issuing any press release the receipt and existence of an Acquisition Proposal and matters related thereto or making any other public statement with respect to an Adverse Recommendation Change effected or other communications contemplated by Section 6.2(e). (b) Before any written communications related to the Offer of any party hereto or any of their respective “participants” (as defined in accordance with Section 6.03 or “stop look and listen” communication or similar communication Rule 165 of the type contemplated Securities Act) are (i) disseminated to any investor, analyst, member of the media, employee, client, customer or other third-party or otherwise made accessible on the website of such party or any such participant, as applicable (whether in written, video or oral form via webcast, hyperlink or otherwise), or (ii) used by any executive officer, key employee or advisor of such party or any such participant, as applicable, as a script in discussions or meetings with any such third parties, Parent or the Company, as the case may be, shall (or shall cause any such participant to) cooperate in good faith with respect to any such written communications related to the Offer for purposes of, among other things, determining whether that communication constitutes “tender offer material” that is required to be filed by Rule 14d-9(f) under 14d-2 or Rule 14d-6 of the Exchange Act, as applicable, or a prospectus required to be filed pursuant to Rule 424 or 425 of the Securities Act. Each party shall (or shall cause any such participant to) give reasonable and good faith consideration to any comments made by the other such party or parties and their counsel on any such written communications related to the Offer. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement purposes of the Debt Financing; providedforegoing, written communications related to the Offer shall include, with respect to any Person, any document or other written communication prepared by or on behalf of that Parent shall provide Person, or any document or other material or information posted or made accessible on the Company and its counsel with a reasonable opportunity to review and comment on such announcements website of that Person (whether in written, video or communications and shall consider the Company’s comments in good faithoral form via webcast, hyperlink or otherwise).

Public Announcements. The initial press release relating with respect to the execution of this Agreement shall be a joint press release issued to be reasonably agreed upon by Parent the Parties. No Party shall, and the Company. Thereaftereach Party will cause its Representatives not to, Parent and the Company shall consult with each other before issuing issue any press release public announcements or making any make other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to disclosures regarding this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement Transactions, without the consent prior written approval of the other partyParty. Notwithstanding the foregoing, which shall not be unreasonably withhelda Party, conditioned its Subsidiaries or delayed, except as such release its or their Representatives may issue a public announcement or other public disclosures (a) may be required by Applicable Law or any listing agreement with or rule applicable Law, (b) required by the rules of any national securities stock exchange or association upon which such Party’s or its Subsidiary’s capital stock is traded or (c) consistent with the securities final form of the Company are listedjoint press release announcing the Merger and the investor presentation given to investors on the morning of announcement of the Merger; provided, in which case the party required to make the release or announcement shall use each case, such Party uses reasonable best efforts to consult with afford the other party about, Party an opportunity to first review the content of the proposed disclosure and allow the other party provide reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalcomments thereon; and provided, however, that notwithstanding (x) no provision in this Agreement shall be deemed to restrict in any manner a Party’s ability to communicate with its employees (provided, that prior to making any written (or prepared broad-based) communications to the foregoing directors, officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the Transactions or compensation or benefits that are payable or to be provided following the Effective Time, the Company shall provide Parent with a copy of the intended communication (or written summary of any prepared broad-based oral communication), the Company shall provide Parent a reasonable period of time to review and for comment on the avoidance of doubtcommunication, and the Company shall consider any timely comments in good faith) and (y) the Company shall not be required by this Section 6.11 to consult with or obtain any approval from Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 a public announcement or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications press release issued in connection with the arrangement receipt and existence of the Debt Financing; provideda Company Competing Proposal or a Company Change of Recommendation, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments other than as set forth in good faithSection 6.4.

Public Announcements. The initial press release relating with respect to the execution of this Agreement shall be a joint press release issued to be reasonably agreed upon by Parent the parties. From and after the Company. Thereafterdate hereof, Parent and so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective controlled Affiliates or Subsidiaries shall consult with each other before issuing issue or cause the publication of any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcement with respect to the Merger or this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the prior consent of the other party, party (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement unless (a) may be such party determines, after consultation with outside counsel, that it is required by Applicable applicable Law or any listing agreement with or rule the rules of any national securities stock exchange or association upon which such party’s capital stock is traded to issue or cause the securities publication of any press release or other announcement with respect to the Transactions, including the Merger or this Agreement, in which event such party shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other party to review and comment upon such press release or other announcement and shall give due consideration to all reasonable additions, deletions or changes suggested thereto or (b) in the case of the Company are listedor Parent, in which case it deems it necessary or appropriate to issue or cause the party required to make the publication of any press release or other announcement shall use reasonable best efforts with respect to consult with the Merger, this Agreement or the other Transactions in connection with or following a Company Change of Recommendation or a Parent Change of Recommendation, respectively; provided, however, each party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) their respective controlled Affiliates may make statements that is consistent are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing Parent and for the avoidance of doubt, the Company shall not be required to consult in compliance with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with this Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faith6.12.

Public Announcements. The initial press release relating Subject to this Agreement shall its legal obligations (including requirements of any Governmental Authorities, stock exchanges and other similar regulatory bodies and other than as may be a joint press release issued by Parent and required pursuant to the Company. ThereafterExchange Act, Parent and the Company shall consult with each other before issuing any press release Securities Regulation Code or making any other public announcementsApplicable Law), or scheduling a press conference or conference call with investors or analysts, with respect to no party shall make any announcement regarding the entering into of this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release closing to the financial community, governmental entities, employees, customers or make any such other the general public announcement without the prior consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except and the parties shall cooperate with each other as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule to the timing and contents of any national securities exchange or association upon which such announcement. Notwithstanding anything herein to the securities contrary, each party and its representatives may consult any tax advisor regarding the tax treatment and tax structure of the Company are listedtransactions contemplated by this Agreement, in which case the party required to make Notes and the release or announcement shall use reasonable best efforts to consult with the other party aboutExchange Agreement, and allow the other party reasonable time (taking into account Subscription Agreement and the circumstances) to comment onNote Assignment, such release or announcement in advance if applicable, and, from and after the date of such issuanceexecution of this Agreement, the Notes and the Exchange Agreement, and the Subscription Agreement and the Note Assignment, if applicable, (bor, if earlier, the date of public announcement of the transactions contemplated by this Agreement, the Notes and the Exchange Agreement, and the Subscription Agreement and the Note Assignment, if applicable, or public announcement of discussions between the parties relating to the transactions contemplated by this Agreement, the Notes and the Exchange Agreement, and the Subscription Agreement and the Note Assignment, if applicable,), may disclose to any Person, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Notes and the Exchange Agreement, and the Subscription Agreement and the Note Assignment, if applicable, and all materials (including opinions or other tax analyses) that is consistent with previous releases, public disclosures are provided relating to such treatment or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalstructure; provided, however, that notwithstanding each party and its representatives, shall not disclose the foregoing and for identities of the avoidance of doubtparties to this Agreement, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected Notes and the Exchange Agreement, and the Subscription Agreement and the Note Assignment, if applicable, in accordance with Section 6.03 or “stop look and listen” communication or similar communication such communications, without the prior consent of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithother party.

Public Announcements. The initial Neither Party shall issue any public announcement, press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafterrelease, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this disclosure regarding the Collaboration Agreement or its subject matter (“Public Disclosure”) without the transactions contemplated by this Agreement and shall not issue other Party’s prior written consent, except for any such press release or make any such other public announcement without disclosure that is, in the consent opinion of the other partydisclosing Party’s counsel, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule the rules of any national securities a stock exchange or association upon securities listing organization on which the securities of the Company disclosing Party are listedlisted (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 party required 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 release or announcement shall use reasonable best efforts proposed disclosure in writing to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement Party as far in advance as reasonably practicable (and to the extent possible, at least *** Business Days prior to the anticipated date of such issuance, (bdisclosure) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates so as to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review comment thereon. In the event a Party wishes to make a Public Disclosure that includes both Required Public Disclosures and comment on other Public Disclosures, such announcements or communications 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 shall consider those that are not and (ii) the Companydisclosing Party must obtain the other Party’s comments in good faithprior written consent regarding the part of the Public Disclosure that is not considered a Required Public Disclosure.

Public Announcements. The initial press release relating to the execution of this Agreement shall be a joint press release issued by Parent the Company and the Company. ThereafterParent, and thereafter Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with under which or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use commercially reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before (A) issuing any press release or making any other public statement (x) with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or (y) as otherwise permitted under Section 6.03, including with respect to its receipt and consideration of any Acquisition Proposal, Superior Proposal or “stop stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, or (B) disseminating any communications principally directed to employees, customers, technology or other partners or vendors so long as such communications are consistent with previous releases, public disclosures, public statements or other communications made by the parties not in violation of this Section 6.14. For Notwithstanding the avoidance of doubtforegoing, nothing herein shall restrict Parent or the Debt Financing Sources or Parent, Merger Sub and their respective Affiliates from making may provide ordinary course communications regarding this Agreement and the transactions contemplated hereby to existing or prospective general and limited partners, equity holders, members, managers and investors of any Affiliates of such Person, in each case, who are subject to customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithconfidentiality restrictions.

Public Announcements. The Each of the Company and Parent shall have the right to prepare an initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to the execution of this Agreement, which press release shall be subject to the prior review and written consent of the other Party (such consent not to be unreasonably conditioned, withheld or delayed). No Party shall, and each will cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement Transactions, without the consent prior written approval of the other partyParty. Notwithstanding the foregoing, which shall not be unreasonably withhelda Party, conditioned its Subsidiaries or delayed, except as such release their Representatives may issue a public announcement or announcement other public disclosures (a) may be required by Applicable Law or any listing agreement with or rule applicable Law, (b) required by the rules of any national securities stock exchange or association upon which such Party’s capital stock is traded or (c) consistent with the securities final form of the press releases announcing the Company Merger, the investor presentation given to investors on the morning of announcement of the Company are listedMerger and other public communications by the Company or Parent as permitted by this Agreement; provided, in which the case the party required to make the release or announcement shall use of clauses (a) and (b), such Party uses reasonable best efforts to consult with afford the other party about, Party an opportunity to first review the content of the proposed disclosure and allow the other party provide reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalcomments thereon; and provided, however, that notwithstanding this Section 6.12 shall not be deemed to restrict in any manner a Party’s ability to communicate privately with its employees (provided that any such communication that is required to be publicly disclosed shall be subject to the foregoing first proviso in this Section 6.12 unless such communication would meet the requirements of clause (c) of this Section 6.12) and for that neither Party shall be required by any provision of this Agreement to consult with or obtain any approval from any other Party with respect to a public announcement or press release issued in connection with the avoidance receipt and existence of doubta Company Competing Proposal or a Parent Competing Proposal, as applicable, and matters related thereto or a Company Change of Recommendation or a Parent Change of Recommendation, other than as set forth in Section 6.3 or Section 6.4, as applicable. In addition, the Company shall not be required to consult reasonably coordinate with Parent before issuing in advance of any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication earnings call, investor presentations or similar communication substantive public communications that are not related to this Agreement and otherwise the subject of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faiththis Section 6.12.

Public Announcements. The initial press release relating with respect to the execution of this Agreement shall be a joint press release issued to be reasonably agreed upon by Parent and the Company. Thereafter, Parent and neither the Company nor Parent shall consult with each other before issuing issue or cause the publication of any press release or making any other public announcements, announcement (to the extent not previously issued or scheduling a press conference or conference call made in accordance with investors or analysts, this Agreement) with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the prior consent of the other party, party (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement (a) may be required by Applicable Law or by any applicable listing agreement with the NYSE or rule of any other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or association upon which cause the securities publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (i) the Company shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Company Alternative Proposal that the Special Committee believes in good faith is bona fide and matters related thereto or a Company Adverse Recommendation Change but nothing in this proviso shall limit any obligation of the Company are listedunder Section 5.1(b) to negotiate, through the Special Committee, with Parent in which case good faith and (ii) the party Parent shall not be required to make the release or announcement shall use reasonable best efforts by this Section 5.6 to consult with the any other party about, with respect to a public announcement in connection with the receipt and allow existence of a Parent Alternative Proposal that the other party reasonable time (taking into account Parent’s Board of Directors believes in good faith is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this proviso shall limit any obligation of the circumstancesParent under Section 5.1(c) to comment onnegotiate with the Company in good faith; provided, such release or announcement in advance of such issuancefurther, (b) that is each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications Company in connection compliance with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faiththis Section 5.6.

Public Announcements. The initial press release relating to regarding this Agreement shall and the Transactions will be a joint press release issued by Parent reasonably acceptable to Seller and the Company. ThereafterBuyer, Parent and, thereafter, Seller and the Company shall Buyer each will consult with each other before prior to issuing any press release releases or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcements with respect to this Agreement the Transactions and prior to making any filings with any Third Party or any Governmental Authority (including NYSE American) with respect to the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedTransaction, except as such release or announcement (a) may be required by Applicable Governmental Order or Law or by obligations pursuant to any listing agreement Contract with or rule rules of NYSE American or by the request of any national securities exchange Governmental Authority. Notwithstanding the foregoing, this Section 6.09 shall not apply to any press releases, public announcements, communications or association upon which the securities of the Company filings (a) that are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult consistent with the other party aboutinitial press release and the terms of this Agreement and do not contain any information relating to Seller, and allow Buyer or the other party reasonable time (taking into account Transactions that has not been previously announced or made public in accordance with the circumstances) to comment on, such release or announcement in advance terms of such issuancethis Section 6.09, (b) with respect to any announcement made that is consistent relates to any Acquisition Proposal or Adverse Recommendation Change in accordance with previous releasesthe terms of this Agreement, public disclosures or public statements made jointly by the parties or individuallyincluding Section 6.02, if approved by the other party or (c) relates internal communications to an Acquisition Proposal or Superior Proposal; providedemployees of Seller that, however, that notwithstanding in the foregoing and for the avoidance good faith assessment of doubt, the Company shall Seller would not need to be required publicly filed by Seller pursuant to consult with Parent before issuing any press release or making applicable Law. Notwithstanding any other public statement with respect provision of this Agreement to an Adverse Recommendation Change effected the contrary, Buyer and its Representatives or Affiliates may make customary disclosures, announcements and communications to potential financing sources (including the Financing Sources) and their Representatives and Affiliates in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or relation to obtaining the Debt Financing Sources or their respective for the purposes of financing the Transactions, provided such Representatives and Affiliates from making are subject to customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithconfidentiality agreements.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company agree to jointly issue press releases announcing this Agreement and the consummation of the Mergers. The Company shall consult with not, and shall cause each of its Subsidiaries not to, and Topco shall not, and shall cause each of its Subsidiaries not to, and each shall direct their respective legal counsel, financial advisors and agents serving in such capacities not to and shall not authorize or permit their respective other before issuing Representatives to, issue any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or announcement concerning the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement Contemplated Transactions without the prior consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such any release or announcement (a) may be required by Applicable applicable Law (including in connection with the making of any filings or notifications required under or in order to obtain the Regulatory Approvals in connection with the Contemplated Transactions) or any listing agreement with rule or rule regulation of OTC or any national securities stock exchange or association upon to which the securities of the Company are listedrelevant party hereto is subject, in which case the party required to make the release or announcement shall use commercially reasonable best efforts to consult with the other party about, and allow the each other party reasonable time (taking into account the circumstances) to comment on, on such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by issuance and shall consider in good faith the parties or individually, if approved by the comments of each such other party therein. The restrictions of this Section 5.9 do not apply to (i) communications by any party hereto or (c) relates to its Representatives in connection with, or following, an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance a Change of doubt, the Company shall not be required to consult with Parent before issuing Board Recommendation or (ii) any press release or making announcement made by a party 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 5.9, so long as any such press release or announcement remains true and correct in all material respects and no party hereto has requested in writing that the other parties hereto discontinue the use or public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of such press release or announcement. Notwithstanding the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubtforegoing, nothing herein shall restrict Parent or the Debt Financing Sources or Parent, Merger Sub, and their respective Affiliates from making may provide ordinary course communications regarding this Agreement and the Contemplated Transactions to existing or prospective general and limited partners, equity holders, members, managers and investors of any Affiliates of such Person, in each case, who are subject to customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithconfidentiality restrictions.

Public Announcements. The initial press release relating with respect to this Agreement Agreement, the Offer, the Merger and the other transactions contemplated hereby shall be a joint press release issued mutually agreed upon by Parent the Company and the CompanyParent. Thereafter, none of the Parties shall (and each of the Parties shall cause its Representatives and, in the case of Parent, the other members of the Parent and the Company shall consult with each other before issuing any press release or making any other public announcementsGroup, or scheduling a press conference or conference call with investors or analystsif applicable, with respect to this Agreement or the transactions contemplated by this Agreement and shall not to) issue any such press release or make any such other public announcement concerning this Agreement, the Offer, the Merger or the other transactions contemplated hereby without obtaining the prior written consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may the Company, in the event the disclosing party is Parent, the Purchaser, any other member of the Parent Group, if applicable, or any Parent Representative, or (b) Parent, in the event the disclosing party is the Company, any Company Subsidiary or any Company Representative, in each case, with such consent not to be unreasonably conditioned, delayed or withheld; provided, however, that if a Party determines, based upon advice of counsel, that a press release or public announcement is required by Applicable applicable Law or any listing agreement with the rules or rule regulations of any national securities exchange applicable stock exchange, such Party may make such press release or association upon which the securities of the Company are listedpublic announcement, in which case the party required to make the release or announcement disclosing Party shall use its commercially reasonable best efforts to consult with provide the other party about, and allow the other party Parties reasonable time (taking into account the circumstances) to comment on, on such release or announcement in advance of such issuance; provided, (b) further, that is consistent this Section 6.6 shall terminate upon a Company Adverse Recommendation Change; provided, further, that each of Parent and the Company may make public statements in response to specific questions by the press, 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 parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing Parent and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements do not reveal material, nonpublic information regarding the other Parties, the Offer, the Merger or communications and shall consider the Company’s comments in good faithtransactions contemplated hereby.

Public Announcements. The initial press release relating (a) Auxilium and QLT shall each publicly announce the Transaction promptly following the execution of this Agreement, the text and timing of each Party's announcement to this Agreement be approved by the other Party in advance, acting reasonably. (b) No Party shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issue any press release or making otherwise make any other written public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to the Merger or this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, Parties (which consent shall not be unreasonably withheld, conditioned or delayed). (c) QLT, HoldCo and AcquireCo shall not make any filing with any Governmental Authority with respect to the Transaction without prior consultation with Auxilium, and Auxilium shall not make any filing with any Governmental Authority with respect to the Transaction without prior consultation with QLT. The provisions of Section 9.5(b) and 9.5(c) shall be subject to each Party's overriding obligation to make any disclosure or filing required under applicable Laws, and the Party making the disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity for the other Party to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing), and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing, and provided further, however, that, except as such release otherwise required pursuant to this Agreement (other than this Section 9.5), neither QLT nor Auxilium shall have any obligation to obtain the consent of or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) Party prior to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releasesany press release, public disclosures statement, disclosure or public statements made jointly by the parties filing with regard to any Acquisition Proposal, Auxilium Acquisition Proposal, QLT Change of Recommendation or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance Auxilium Change of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithRecommendation.

Public Announcements. The initial press release relating to Except as otherwise contemplated by Section 6.5, so long as this Agreement shall be a joint press release issued by Parent and is in effect, the Company. Thereafter, Parent and the Company Acquisition Sub shall consult with each other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by this Agreement Agreement, and none of the parties hereto or their Affiliates shall not issue any such press release or make any such other public announcement without the consent of statement prior to obtaining the other party, parties’ consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as that no such release or announcement (a) consent shall be necessary to the extent disclosure may be required by Applicable Law Law, Order or applicable stock exchange rule or any listing agreement with or rule of to which any national securities exchange or association upon which the securities of the Company are listedparty hereto is subject, in which case the party required to make the release or announcement such disclosure shall use its reasonable best efforts to consult with allow, to the other party aboutextent legally permitted, and allow the each other party reasonable time (taking into account the circumstances) to comment on, on such release or announcement disclosure in advance of such its issuance, (b) that or is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved prior communications previously consented to by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubtparties. In addition, the Company may, without Parent or Acquisition Sub’s consent, communicate to its employees, customers, suppliers and consultants; provided that such communication is consistent with prior communications of the Company or any communications plan previously agreed to by Parent and the Company, in which case such communications may be made consistent with such plan. Notwithstanding the foregoing, the restrictions set forth in this Section 6.8 shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications apply in connection with any Adverse Board Recommendation Change or dispute between the arrangement of parties regarding this Agreement or the Debt Financing; providedtransactions contemplated hereby. Notwithstanding the foregoing, that Parent the Equity Investor shall provide be permitted to issue Tweets about the Merger or the transactions contemplated hereby so long as such Tweets do not disparage the Company and or any of its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithRepresentatives.

Public Announcements. The initial Each Party hereto covenants and agrees that, except as provided for herein, it will not from and after the date hereof make, issue or release any public announcement, press release, statement or acknowledgment of the existence of, or reveal publicly the terms, conditions and status of, the transactions contemplated herein, without the prior written consent of the other Party as to the content and time of release relating of and the media in which such statement or announcement is to be made, such consent not to be unreasonably withheld; provided, however, that in the case of announcements, statements, acknowledgments or revelations which either Party is required by law to make, issue or release, the making, issuing or releasing of any such announcement, statement, acknowledgment or revelation by the Party so required by law shall not constitute a breach of this Agreement if such Party shall be a joint press release issued by Parent have given, to the extent reasonably practicable, not less than two calendar days prior notice to the other Party, and shall have attempted, to the Companyextent reasonably possible, to clear such announcement, statement, acknowledgment or revelation with the other Party. ThereafterXxxxxxxx shall not use the name of Buyer or any of its Affiliates for advertising or promotional purposes without the prior written consent of Buyer. In furtherance of the foregoing, Parent and Xxxxxxxx shall not originate any publicity or other announcement, written or oral, whether to the Company shall consult with each other before issuing any press release public, the press, the trade, Buyer’s or making any other public announcementsXxxxxxxx’x customers or otherwise, or scheduling a press conference or conference call with investors or analysts, with respect relating to this Agreement or the transactions contemplated by existence of an arrangement between the Parties, without the prior written approval of Buyer. To the extent the name “Xxxxxxxx”, its trademark and/or associated design is not required to appear on the front of the Instrument under the terms of this Agreement and Agreement, Buyer shall not issue have the right to use the name of Xxxxxxxx or any such press release of its Affiliates for advertising or make any such other public announcement promotional purposes without the prior written consent of the other partyXxxxxxxx, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent the name “Xxxxxxxx”, except as such release or announcement (a) may be its trademark and/or associated design is required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which to appear on the securities front of the Company are listedInstrument under the terms of this Agreement, Buyer shall have the right to identify Xxxxxxxx as the manufacturer of the Instruments on its website, in which case the party required to make the release press releases and in advertising and promotional materials for any Final Product (or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithcomponent thereof).

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafterparties agree that, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to except as set out in this Agreement or may otherwise be required by applicable law, no information concerning this Agreement and the transactions contemplated herein shall be made public by this Agreement and either party without the prior written consent of the other party. Each party shall not issue any such press release or however, have the right to make any such other public announcement statements related to market supply without the consent of the other party, which shall not be unreasonably withheld, conditioned party provided there is no anticipated adverse impact or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule effect on the reputation of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release there is no reference specifically or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by which could reasonably be implied identifying the other party or (c) relates referencing the trade name or trademark of the other party. In the event either party decides to an Acquisition Proposal or Superior Proposal; providedissue a press release announcing the execution of this Agreement, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company it shall not do so without the prior written approval of the other party. A copy of any proposed press release shall be provided to the other party for approval at least four (4) business days prior to any proposed release. In the event that a disclosure is required pursuant to security exchange rules and regulations or rules and regulations of other Governmental Agencies or stock exchanges, LMI or Nordion as the case may be, shall provide reasonable notice to the other party prior to any such disclosure in order to permit, to the extent possible, such party to purge or otherwise redact the disclosure of Confidential Information to the extent permitted by applicable law, while enabling the other party to comply with the applicable Governmental Agency or applicable law. Each party may disclose this Agreement and the commercial relationship contemplated herein to potential successors and permitted assigns or financing sources as may be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement due diligence (and after receipt of a bona fide expression of interest) obligations of such persons having a need to know such information. Prior to LMI or Nordion disclosing this Agreement and the commercial relationship contemplated herein to a potential successor or permitted assign that is a direct competitor or customer of the Debt Financing; providednon-assigning party, that Parent the assigning party shall provide the Company and its counsel with a reasonable non-assigning party an opportunity to review and comment on redact or otherwise protect its information of commercially sensitive nature. In any event any such announcements or communications and permitted disclosure shall consider be subject to confidentiality obligations of the Company’s comments type substantially similar to those contained in good faiththis Agreement including the CDA.

Public Announcements. The initial press release relating (a) Auxilium and Endo shall each publicly announce the Merger promptly following the execution of this Agreement, the text and timing of each Party’s announcement to this Agreement be approved by the other Party in advance, acting reasonably. (b) No Party shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issue any press release or making otherwise make any other written public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to the Merger or this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, Parties (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Auxilium shall not make any filing with any Governmental Authority with respect to the transactions contemplated by this Agreement without prior consultation with Endo, and Endo shall not make any filing with any Governmental Authority with respect to the transactions contemplated by this Agreement without prior consultation with Auxilium. The provisions of Section 9.5(b) and Section 9.5(c) shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws, and the Party making the disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity for the other Party to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing) and, if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing. Notwithstanding anything contained herein to the contrary, except as such release otherwise expressly required pursuant to this Agreement (other than this Section 9.5), neither Endo nor Auxilium shall have any obligation to obtain the consent of or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) Party prior to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releasesany press release, public disclosures statement, disclosure or public statements made jointly by the parties or individually, if approved by the other party or (c) relates filing with regard to an any Auxilium Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance Auxilium Change of doubt, the Company shall not be required to consult with Parent before issuing any press release Recommendation or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with any dispute (including initiation of litigation or similar proceedings) between the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithParties.

Public Announcements. The initial press release relating Except with respect to any Change in Company Recommendation, any Change in Parent Recommendation or any action taken by the Company or the Company Board of Trustees or Parent or the Parent Board, as applicable, pursuant to and in accordance with Section 7.4, so long as this Agreement shall be a joint press release issued by Parent and the Company. Thereafteris in effect, Parent and the Company and Parent shall consult with each other before issuing any press release or otherwise making any other public announcements, statements or scheduling a press conference or conference call with investors or analysts, filings with respect to this Agreement or any of the transactions contemplated by this Agreement and, except as otherwise permitted or required by this Agreement and except for the initial press release that will be mutually agreed in good faith by the Parties and the filing of this Agreement (and a summary of this Agreement) and the Form S-4 and the Proxy Statement/Prospectus with the SEC, none of the Company or Parent shall not issue any such press release or make any such other public announcement without statement or filing prior to obtaining the consent of the other party, Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed); provided, except as however, that a Party may, without the prior consent of the other Parties, issue any such press release or announcement make any such public statement or filing (a) if the disclosure contained therein is consistent in all material respects with the initial press release referred to above, the summary of this Agreement filed with the SEC, the Form S-4 or the Proxy Statement/Prospectus or (b) as may be required by Applicable Law Law, order or the applicable rules of any stock exchange or quotation system if, in the case of this clause (b), (i) for any reason it is not reasonably practicable to consult with the other Party before making any public statement with respect to this Agreement or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case transactions contemplated by this Agreement or (ii) the party required to make the Party issuing such press release or announcement shall use making such public statement has used its commercially reasonable best efforts to consult with the other party about, Party and allow the other party reasonable time (taking into account the circumstances) to comment on, obtain such release or announcement Party’s consent but has been unable to do so in advance a timely manner through no fault of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithParty.

Public Announcements. The initial press release relating to Except as expressly provided for in this Agreement shall be Agreement, and unless and until a joint press release issued by Parent and the Company. ThereafterCompany Adverse Recommendation Change has occurred, Parent and the Company shall consult with each other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to statements about this Agreement or any of the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatement prior to such consultation, except as such release party may reasonably conclude is required by applicable Law or announcement any applicable exchange requirement or Order. Notwithstanding anything to the contrary herein and without complying with the preceding sentence, (a) each party may be required make any public statement regarding the transactions contemplated by Applicable Law this Agreement in response to questions from the press, analysts, existing or any listing agreement with potential investors, existing or rule of any national securities exchange potential lenders, or association upon which the securities of the Company are listedthose attending industry conferences, and may make internal announcements to employees, in which each case to the party required extent (and only to make the release or announcement shall use reasonable best efforts to consult such extent) that such statements are not inconsistent with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release Information Statement or announcement in advance of such issuance, (b) that is consistent with previous press releases, public disclosures or public statements made jointly by the parties and do not reveal material non-public information regarding this Agreement or individuallythe transactions contemplated by this Agreement, (b) Company may issue any press release or make any other public statement or comment to be issued or made with respect to any Acquisition Proposal (if approved and only to the extent such public statement or comment is permitted by the other party or Section 6.8), (c) relates Parent may issue any press release or make any other public statement or comment (i) with respect to an Acquisition Proposal that has been publicly announced or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult is publicly known or (ii) in connection with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications debt financing in connection with the arrangement Merger (including any public filings in connection therewith) and (d) each party may make any disclosure of information or public announcement concerning this Agreement and the Debt Financing; provided, that Parent shall provide transactions contemplated hereby in connection with any dispute between the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithparties regarding this Agreement.

Public Announcements. The Company and Parent agree that the initial press release relating to be issued with respect to the execution and delivery of this Agreement shall be in a joint press release issued form agreed to by Parent the parties and that the Company. Thereafter, Parent and the Company parties shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcement with respect to this Agreement or and the transactions contemplated by this Agreement and hereby and, except as provided in Section 5.3(g), shall not issue any such press release or make any such other public announcement without the prior consent of the other party, party (which shall not be unreasonably withheld, conditioned delayed or delayedconditioned); provided, except as however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or announcement (a) may be make such public statement to the extent required by Applicable applicable Law or any listing agreement with or rule the applicable rules of any national securities exchange or association upon which stock exchange; provided, further, that in the securities event of a Company Adverse Recommendation Change made in compliance with Section 5.3, the Company may make a public statement containing (i) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company are listedBoard of Directors for making such Company Adverse Recommendation Change and, in which case such event, the party required right of consent set forth in this Section 5.8 shall apply only with respect to make such information relating to Parent or its business, financial condition or results of operations. Notwithstanding the release foregoing, Parent or announcement shall use reasonable best efforts the Company may include disclosures relating to consult this Agreement, the Merger and the transactions contemplated herein in its respective periodic filings with the other party aboutSEC without seeking consent from, and allow or consulting with, the other party reasonable time (taking into account party, so long as such disclosures are substantially similar to the circumstances) to comment on, such release or announcement information contained in advance of such issuance, (b) that is consistent with previous press releases, public disclosures or public statements made jointly by Parent and the parties Company (or individuallymade individually by the Company or Parent, if approved previously consented to by the other party or (c) relates to an Acquisition Proposal or Superior Proposalparty); provided, howeverfurther, that notwithstanding the foregoing each of Parent and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing may make any press release or making any other public statement with respect in response to an Adverse Recommendation Change effected specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as such statements are substantially similar to the information contained in accordance with Section 6.03 previous press releases, public disclosures or “stop look public statements made jointly by Parent and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with (or individually by a reasonable opportunity party, if previously consented to review and comment on such announcements or communications and shall consider by the Company’s comments in good faithother party).

Public Announcements. The initial press release relating to this Agreement No Party shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issue any press release or making any other otherwise make written public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to the Arrangement or this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, Party (which consent shall not be unreasonably withheld, conditioned or delayed, except as such release ). The Company shall not make any filing with any Governmental Authority with respect to the Arrangement or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult transactions contemplated hereby without prior consultation with the other party aboutPurchaser, and allow the other party reasonable time (taking into account Purchaser shall not make any filing with any Governmental Authority with respect to the circumstances) to comment onArrangement or the transactions contemplated hereby without prior consultation with the Company, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making the disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity for the avoidance other Party to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, to give notice immediately following the making of doubtany such disclosure or filing, and provided further, however, that, except as otherwise required by Section 5.1, (i) the Company shall not be required have no obligation to obtain the consent of or consult with Parent before issuing the Purchaser prior to any press release release, public statement, disclosure or making any other public statement filing by the Company with respect regard to an Adverse a Nomad Acquisition Proposal, a Nomad Change of Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with any dispute between the arrangement Parties regarding this Agreement, the Arrangement and the transactions contemplated hereby and (ii) the Purchaser shall have no obligation to obtain the consent of the Debt Financing; provided, that Parent shall provide or consult with the Company prior to any press release, public statement, disclosure or filing by the Purchaser with regard to a Purchaser Change of Recommendation or in connection with any dispute between the Parties regarding this Agreement, the Arrangement and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithtransactions contemplated hereby.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and Buyer, on the one hand, and the Company. Thereafter, Parent and on the Company other hand, shall consult with one another prior to issuing, and provide each other before issuing with the opportunity to review and comment upon, any press release release, public announcement, public statement or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, disclosure with respect to this Agreement or the transactions contemplated by this Agreement Transactions and shall not issue any such press release release, public announcement, public statement or make any such other public announcement disclosure prior to such consultation without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement (a) may be required by Applicable applicable Law or any listing agreement with or rule of any national securities exchange or association upon which by the securities rules and regulations of the Company are listedNYSE, in which case event Parent and Buyer, on the party required to make one hand, and the release or announcement shall use reasonable best efforts to consult with Company, on the other party abouthand, and allow the other party shall endeavor, on a basis reasonable time (taking into account under the circumstances) , to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates provide a meaningful opportunity to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing Parent and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent Buyer or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; providedCompany, that Parent shall provide the Company and its counsel with a reasonable opportunity as applicable, to review and comment on upon such announcements press release, public announcement, public statement or communications other public disclosure in advance and shall consider give due consideration to all reasonable additions, deletions or changes suggested thereto; provided, that (a) each of the Company’s comments , on the one hand, and Parent and Buyer, on the other hand, may make press releases or public announcements concerning this Agreement or the Transactions that consist solely of information previously disclosed in good faithprevious press releases or public announcements made by Parent, Buyer and/or the Company in compliance with 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 public statements 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 disclosures, public statements or other public disclosures made by Parent, Buyer and/or the Company in compliance with this Section 7.04. The Company, Parent and Buyer agree to issue (or cause to be issued) the previously agreed upon form of joint press release announcing the execution of this Agreement promptly following the execution of this Agreement.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company Parties shall consult with one another prior to issuing, and provide each other before issuing with the opportunity to review and comment upon, any press release public announcement, statement or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, disclosure with respect to this Agreement or the transactions contemplated by this Agreement Mergers and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatement prior to such consultation, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with by the rules and regulations of the Nasdaq (in which event such Party shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other Party to review and comment upon such public announcement or rule of any national securities exchange statement in advance and shall give due consideration to all reasonable additions, deletions or association upon which the securities changes suggested thereto); provided that, (i) each of the Company are listedand Parent may make press releases or public announcements concerning this Agreement or the Mergers that consist solely of information previously disclosed in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 5.9 and (ii) each of the Company and Parent may make any public statements in response to questions by the press, analysts, investors or analysts or those participating in which case the party required to make the release investor calls or announcement shall use reasonable best efforts to consult with the other party aboutindustry conferences, and allow the other party reasonable time (taking into account the circumstances) to comment on, so long as such release or announcement statements consist solely of information previously disclosed in advance of such issuance, (b) that is consistent with previous press releases, public disclosures or public statements made jointly by Parent and/or the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company in compliance with this Section 5.9. The Company shall not be required to consult with provide any review or comment to Parent before issuing regarding any press statement, release or making any other public statement with respect disclosure in response to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement receipt and existence of a Company Takeover Proposal, its consideration of making or its making of a Company Adverse Recommendation Change or any matters related thereto, and following any public statement, release or disclosure by the Company in respect of any of the Debt Financing; providedforegoing matters, that Parent shall not be required to provide any review or comment to the Company regarding any statement, release or disclosure made by Parent with respect to such matters. The Company and its counsel with a reasonable opportunity Parent agree to review issue the previously agreed upon form of joint press release announcing the execution and comment on such announcements or communications and shall consider delivery of this Agreement promptly following the Company’s comments in good faithexecution of this Agreement.

Public Announcements. The initial press release relating (a) Subject to this Agreement Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties or any of their respective Representatives shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issue any press release releases or making make any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcements with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement hereby without the prior written consent of of, prior to the other partyARYA Merger Effective Time, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listedand XXXX or, in which case after the party required to make ARYA Merger Effective Time, Holdco and the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior ProposalARYA Sponsor; provided, however, that notwithstanding the foregoing and for the avoidance of doubteach Party, the Company shall not be ARYA Sponsor and their respective Representatives may issue or make, as applicable, any such press release, public announcement or other communication (i) if such press release, public announcement or other communication is required by applicable Law, 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 an ARYA Party or a Representative of an ARYA Party, reasonably consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications Company in connection with the arrangement of the Debt Financing; provided, that Parent shall therewith and provide the Company and its counsel with a reasonable an opportunity to review and comment on such announcements press release, public announcement or communications communication and shall consider the Company’s any such comments in good faith., or (y) if the disclosing Party is the Company or a Representative of the Company, reasonably consult with XXXX in connection therewith and provide ARYA 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 (B) after 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 the ARYA Sponsor or a Representative of the ARYA Sponsor, reasonably consult with HoldCo 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, (y) if the disclosing Person is HoldCo or a Representative of HoldCo, reasonably consult with the ARYA Sponsor in connection therewith and provide the ARYA 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 (z) if the disclosing Person is HoldCo or a Representative of HoldCo, reasonably consult with the ARYA Sponsor in connection therewith and provide the ARYA 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 to be made under this Agreement, the Ancillary

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by this Agreement Merger and shall not issue any such press release or make any such other public announcement statement without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as such release or announcement (a) may be required by Applicable Law Legal Requirements, court process or any listing agreement with or rule rules of any national securities the NYSE, NASDAQ or other stock exchange or association upon on which the securities of Ultimate Parent or the Company are is listed; provided that Parent and the Company may make any public statement in response to specific questions by the press, in which case the party required analysts, investors or those attending industry conferences or financial analyst conference calls, so long as such statement is substantially similar to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous press releases, public disclosures or public statements made jointly by Parent and the parties Company (or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalparty); and provided, howeverfurther, that notwithstanding Parent and Acquisition Sub may make public statements regarding any Competing Proposal that has been made public or in response to public statements of any person (other than research analysts and proxy advisory firms) recommending or encouraging stockholders of the foregoing Company not to adopt and for the avoidance of doubtapprove this Agreement, the Merger and the transactions contemplated hereby, after consulting with the Company shall not be required to consult with Parent before issuing and considering in good faith any press release or making any other public statement comments provided by the Company with respect to an Adverse Recommendation Change effected in accordance such public statements to the extent permitted by Legal Requirements, court process or any listing agreement with Section 6.03 or “stop look and listen” communication or similar communication rules of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance NYSE, NASDAQ or other stock exchange on which securities of doubt, nothing herein shall restrict Ultimate Parent or the Debt Financing Sources Company is listed. Notwithstanding the foregoing, but subject to Section 6.5, the restrictions set forth in this Section 6.8 shall not apply to any public statement made or their respective Affiliates from making customary announcements and communications proposed to be made by the Company or Parent in connection with the arrangement or following a Change of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithRecommendation.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall use reasonable best efforts to develop a joint communications plan and each party shall use reasonable best efforts to ensure that all press releases and other public statements with respect to the transactions contemplated hereby, to the extent they have not been previously issued or disclosed, shall be consistent with such joint communications plan. Unless otherwise required by applicable Law or by obligations pursuant to any listing agreement with or rules of any securities exchange, each party shall use reasonable best efforts to consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance the transactions contemplated hereby to the extent they have not been previously issued or disclosed. Parent and the Company agree to issue a mutually acceptable initial joint press release announcing this Agreement. Notwithstanding the foregoing, a party, its Subsidiaries or their Representatives may issue a public announcement or other public disclosures consistent with Section 6.03 or “stop look and listen” communication or similar communication the final form of the type contemplated joint press release announcing the Merger and the investor presentation given to investors on the morning of announcement of the Merger. Notwithstanding anything to the contrary contained herein, no provision this Agreement shall be deemed to restrict in any manner a party’s ability to communicate with its employees, and neither party shall be required by Rule 14d-9(f) under the Exchange Act. For the avoidance any provision of doubt, nothing herein shall restrict Parent this Agreement to consult with or the Debt Financing Sources obtain any approval from any other party with respect to a public announcement or their respective Affiliates from making customary announcements and communications press release issued in connection with the arrangement receipt and existence of the Debt Financing; provideda Company Takeover Proposal or a Parent Takeover Proposal, that as applicable, and matters related thereto or a Company Adverse Recommendation Change or Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements Adverse Recommendation Change, as applicable, other than as set forth in Section 5.4 or communications and shall consider the Company’s comments in good faithSection 5.5, as applicable.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued the text of which has been agreed to by Parent each of SPAC and the Company. Thereafter, Parent between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in accordance with Article IX) unless otherwise prohibited by applicable Law or the requirements of Nasdaq, each of SPAC and the Company shall each use its reasonable best efforts to consult with each other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcements (including through social media platforms) with respect to this Agreement and the Transactions, and unless such press release or the transactions contemplated public announcement is required by this Agreement and Law, shall not issue any such press release or make any such other public announcement (including through social media platforms) without the prior written consent of the other party, party (which consent shall not be unreasonably withheld, conditioned or delayed). Furthermore, except as such nothing contained in this Section 7.11 shall prevent (i) SPAC or the Company and/or its respective affiliates from publishing any press release or public announcement that is substantively consistent with public statements set forth in (ax) may be required the initial press release, (y) other press releases published by Applicable Law SPAC or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listedand/or their respective affiliates prior to the date of this Agreement, in which case the party required or (z) previously consented to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with this Section 6.03 7.11, (ii) SPAC or “stop look the Company and/or their respective affiliates from furnishing customary or other reasonable information concerning the Transactions to their investors and listen” communication prospective investors that is substantively consistent with public statements set forth in (x) the initial press release, (y) other press releases published by SPAC or the Company and/or their respective affiliates prior to the date of this Agreement, or (z) previously consented to by the other party in accordance with this Section 7.11, or (iii) Sponsor, Energy Spectrum or the Company and their respective affiliates from furnishing customary or other reasonable information concerning the Transactions to their respective members, managers, limited partners, and advisory or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent committees or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements normal fund raising or communications and shall consider the Company’s comments in good faithrelated marketing or information or reporting activities.

Public Announcements. The initial press release relating to Until the Closing, or in the event of termination of this Agreement shall be a joint press release issued by Parent and the Company. ThereafterAgreement, Parent and the Company each party shall consult with each the other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by this Agreement Merger and shall not issue any such press release or make any such public statement without the prior consent of the other. Notwithstanding anything to the contrary in this Agreement, the Company and its Affiliates, and Mx. Xxx and his Affiliates, shall, in accordance with their respective legal obligations, including but not limited to filings permitted or required by the Securities Act and the Exchange Act, FINRA and other similar regulatory bodies, make (i) such press releases and other public announcement without statements and announcements (“Releases”) as the consent Company, Mx. Xxx or their respective Affiliates, after discussion with their respective legal counsel, deem necessary and appropriate in connection with this Agreement and the transactions contemplated hereby, and (ii) any and all statements the Company or Mx. Xxx xxxx in their respective sole judgment to be appropriate in any and all filings, reports, prospectuses and other similar documents filed with the SEC or other regulatory bodies. Each of the Company and Mx. Xxx shall use reasonable efforts to provide the other party with a copy of any Releases before any publication of same; provided that, if the content of the Release is, in the reasonable judgment of the Company or Mx. Xxx, after discussion with its or his respective legal counsel, materially similar to the content of a Release previously provided to the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of then the Company are listedor Mx. Xxx as the case may be, in which case the party required shall have no obligation to make the release or announcement shall use reasonable best efforts to consult with provide the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance with a copy of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by Release. The non-disclosing party may make comments to the parties or individually, if approved by the other disclosing party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected any such Releases provided to the non-disclosing party and the disclosing party shall take such comments into account and incorporate reasonable comments into the Releases. Notwithstanding anything in accordance with this Section 6.03 or “stop look 7.08 to the contrary, the parties have agreed upon the form of a joint press release announcing the Merger and listen” communication or similar communication the execution of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faiththis Agreement.

Public Announcements. The initial Parent and the Company agree to issue a joint press release as the first public disclosure of this Agreement. Prior to the issuance of a press release or other public statement or comment relating to this Agreement shall be a joint press release issued by Parent and (including any proposed termination hereof) or the transactions contemplated hereby, the Company. Thereafter, Parent and the Company Merger Sub shall consult with each other before issuing and provide each other with the opportunity to review and comment on any press release or making any other public announcements, statement or scheduling a press conference or conference call with investors or analysts, with respect comment relating to this Agreement or the transactions contemplated by this Agreement herein, and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned statement or delayed, comment prior to such consultation except as such release or announcement (a) may be required by Applicable applicable Law or by obligations pursuant to any listing agreement with or rule of any national securities exchange or association upon which as may be requested by a Governmental Entity; provided, however, that the securities of restrictions in this Section 7.10 shall not apply (a) to any Company communication (including a press release or other public statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the Company are listed, in which case from and after a Change of Recommendation by the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuanceCompany Board, (b) to communications that is are disclosures or communications by Parent, Merger Sub and their Affiliates to existing or prospective general or limited partners, equity holders, members, managers and investors of such Person or any Affiliates of such Person, in each case who are subject to customary confidentiality restrictions, and deal descriptions on such Person’s website in the ordinary course of business, (c) in connection with any dispute between the Parties regarding this Agreement, the Merger or the other transactions contemplated hereby or (d) made by the Company or Parent, Merger Sub or their respective Affiliates in response to questions by the press, analysts, investors or those participating in investor calls or industry conferences so long as such statements are consistent with information previously disclosed in previous press releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult and/or Parent in compliance with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with this Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faith7.10.

Public Announcements. The initial press release relating with respect to the execution of this Agreement shall be a joint press release issued to be agreed upon by Parent Seller and the CompanyBuyer. Thereafter, Parent and until the Company Closing Date (unless this Agreement is validly terminated prior to the Closing Date), neither Seller or any of the Acquired Companies or Related Consolidated Entities, on the one hand, nor Buyer or Buyer Parent, on the other hand, shall consult with each other before issuing make, or cause to be made, any press release or making any public announcement in respect of this Agreement, the other public announcementsTransaction Documents, or scheduling a press conference the Transactions or conference call otherwise communicate with investors or analystsany news media regarding this Agreement, with respect to this Agreement the other Transaction Documents, or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement Transactions without the prior written consent of the other party, which shall Party (such consent not to be unreasonably withheld, conditioned or delayed, except as ) unless such press release or public announcement (a) may be is otherwise required by Applicable applicable Law or any listing agreement with or rule of any national securities applicable stock exchange or association upon which the securities of the Company are listedregulation, in which case Buyer and Seller shall, to the party required to make the release or announcement shall use reasonable best efforts to extent practicable and lawful, consult with each other and cooperate as to the timing and contents of any such press release, public announcement, or communication. Notwithstanding the foregoing, Seller or any of the Acquired Companies or Related Consolidated Entities (prior to Closing), on the one hand, and Buyer or any of the Acquired Companies or Related Consolidated Entities (following the Closing), on the other party abouthand, and allow may make, or cause to be made, public statements in respect of this Agreement, the other party reasonable time (taking into account Transaction Documents, or the circumstances) to comment onTransactions or otherwise communicate with any news media regarding this Agreement, the other Transaction Documents, or the Transactions without the prior written consent of the other Party so long as such release statements or announcement in advance of such issuance, (b) that is communications are generally consistent with previous press releases, public disclosures announcements, or public statements made jointly other communications previously approved in writing by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange ActParties. For the avoidance of doubt, nothing herein no provision in this Agreement shall restrict Parent Seller or the Debt Financing Sources or their respective any of its Affiliates from making customary any internal statements, or issuing any internal notices or announcements and communications in connection with to any employees of Seller or its Affiliates (other than to any Business Employees who are not Seller-Level Employees) regarding this Agreement, the arrangement of other Transaction Documents, or the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithTransactions.

Public Announcements. The initial press release relating with respect to this Agreement and the transactions contemplated hereby shall be a joint press release issued mutually agreed to by Parent and the Companyparties. ThereafterExcept in accordance with Section 6.04 or in connection with any dispute between the parties regarding this Agreement, the Merger or the other transactions contemplated hereby, Parent and the Company shall consult with each other before issuing any other press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcement with respect to this Agreement or the transactions contemplated by hereby (other than any press release, communication, public statement, press conference or conference call which has a bona fide purpose that does not relate to this Agreement or the transactions contemplated hereby and in which no information of or regarding this Agreement and the transactions contemplated hereby are mentioned that has not previously been disclosed to the public in accordance with this Section 8.03) and shall not issue any such press release or make any such other public announcement without statement or schedule any such press conference or conference call before such consultation except to the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be extent required to do so by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed(including, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, any filings with the Company SEC or as required by the rules of the NYSE); provided that, to the extent reasonably practicable and permitted by Applicable Law, such disclosing party will notify the other parties at least twenty four (24) hours before making any such disclosure and shall not consider in good faith any comments made by the other parties to prevent or restrict disclosure, or on the content of the disclosure; provided, further, that no provision of this Agreement shall be required deemed to consult restrict in any manner the Company’s ability to communicate with Parent before issuing its or its Subsidiaries’ employees. Notwithstanding the foregoing, after the issuance of any press release or the making of any other public statement with respect to an Adverse Recommendation Change effected which the foregoing consultation procedures have been followed, either party may issue such additional publications or press releases and make such other customary announcements without consulting with any other party hereto so long as such additional publications, press releases and announcements contain substantially similar information as the disclosure included in accordance the press release or public statement with Section 6.03 respect to which the other party had been consulted. Notwithstanding the foregoing, nothing in this Agreement shall restrict the ability of Parent to communicate with its Affiliates or “stop look and listen” communication Parent or any of its Affiliates that are private equity funds or similar communication investment funds, or any manager or general partner of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubtsuch fund, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates Ocean Network Express, from making customary announcements disclosures on a confidential basis to current equity holders, members and communications managers of Parent or its Affiliates, in connection each case, who are subject to customary confidentiality restrictions with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity respect to review and comment on such announcements or communications and shall consider the Company’s comments in good faithnon-public information.

Public Announcements. The initial Except with respect to (a) a Company Adverse Recommendation Change, a Company Recommendation Change Notice, a Company Takeover Proposal, a Superior Company Proposal or any matter related to any of the foregoing, (b) a Parent Adverse Recommendation Change, a Parent Recommendation Change Notice, a Parent Takeover Proposal, a Superior Parent Proposal or any matter related to any of the foregoing, (c) any dispute between or among the Parties regarding this Agreement or the transactions contemplated hereby, and (d) a press release relating or other public statement that is consistent in all material respects with previous press releases, public disclosures or public statements made by a Party in accordance with this Agreement, including in investor conference calls, SEC Filings, Q&As or other publicly disclosed documents, in each case under this clause (d), to this Agreement shall be a joint press release issued by Parent and the Company. Thereafterextent such disclosure is still accurate, Parent and the Company shall consult with each other before issuing issuing, and give each other the reasonable opportunity to review and comment upon, any press release or making any other written public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to this Agreement or the transactions contemplated by this Agreement hereby, including the Merger, and shall not issue any such press release or make any such other written public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatement prior to such consultation, except as such release or announcement Party reasonably concludes (abased upon advice of its outside legal counsel) may be required by Applicable Law applicable Law, court process or by obligations pursuant to any listing agreement with or rule of any national securities exchange or association upon which national securities quotation system. The Company and Parent agree that the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any initial press release or making any other public statement to be issued with respect to an Adverse Recommendation Change effected this Agreement or Merger shall be in accordance a form agreed to by the Parties. Nothing in this Section 6.07 shall limit the ability of any Party to make internal announcements to its respective employees that are consistent in all material respects with Section 6.03 or “stop look and listen” communication or similar communication of the type prior public disclosures regarding the transactions contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faiththis Agreement.

Public Announcements. The initial press release release(s) issued by the parties hereto concerning this Agreement and the transactions contemplated hereby shall be in such form as agreed by Buyer and the Equityholder Representative, such agreement not to be unreasonably withheld, conditioned or delayed. If Buyer and the Equityholder Representative cannot agree on the initial press release, then, from the date hereof until the Closing, Buyer and each Seller shall be permitted to make any disclosure relating to the matters contemplated by this Agreement shall that may be a joint press release issued required by Parent and Law or the Company. Thereafter, Parent and rules or regulations of any exchange to which it is subject; provided that the Company shall consult with each other before issuing party proposing to issue any press release or making similar public announcement or communication in compliance with any other such disclosure obligation shall use reasonable best efforts to consult in good faith with Buyer (in the case of a Seller) or the Equityholder Representative (in the case of Buyer) before doing so. Following the Closing and the initial press release, none of Buyer, the Company, either Seller or any of their respective Affiliates shall issue or make any subsequent press release or public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to this Agreement or the transactions contemplated by hereby containing any substantive information in addition to that previously permitted to be disclosed pursuant to this Agreement and shall not issue any such press release or make any such other public announcement Section 6.04 without the prior consent of Buyer and the other party, which shall not be unreasonably withheld, conditioned or delayedEquityholder Representative, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with the rules or rule regulations of any national securities exchange to which it is subject, or association upon which (b) consistent with any previous public disclosures regarding this Agreement and the securities of the Company are listed, in which case transactions contemplated hereby; provided that the party required proposing to make the issue any press release or similar public announcement or communication in compliance with any such disclosure obligation shall use reasonable best efforts to consult in good faith with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithdoing so.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Each of Parent and Merger Sub, on the one hand, and the Company. Thereafter, Parent and on the Company shall other hand, shall, to the extent reasonably practicable, consult with each other before issuing issuing, and give each other a reasonable opportunity to review and comment upon, any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements (including announcements to the employees of the Company and its Subsidiaries) with respect to this Agreement or Agreement, the Merger and the other transactions contemplated by this Agreement hereby and shall not issue any such press release or make any such other public announcement (including announcements to the employees of the Company and its Subsidiaries) without the prior consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law applicable Law, court process or by obligations pursuant to any listing agreement with or rule of any national securities exchange or association upon which the national securities of quotation system; provided, that Parent or the Company are listedmay include disclosures relating to this Agreement, the Merger and the transactions contemplated herein in which case the party required to make the release or announcement shall use reasonable best efforts to consult its respective periodic filings with the other party aboutSEC without seeking consent from, and allow or consulting with, the other party reasonable time (taking into account party, so long as such disclosures are substantially similar to the circumstances) to comment on, such release or announcement information contained in advance of such issuance, (b) that is consistent with previous press releases, public disclosures or public statements made jointly by Parent and the parties Company (or individuallymade individually by the Company or Parent, if approved previously consented to by the other party or (c) relates to an Acquisition Proposal or Superior Proposalparty); provided, howeverfurther, that notwithstanding the foregoing each of Parent and for the avoidance of doubt, the Company may make any public statement in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as such statements are substantially similar to the information contained in previous press releases, public disclosures or public statements made jointly by Parent and the Company (or individually by a party, if previously consented to by the other party); provided, further, that the restrictions set forth in this Section 5.11 shall not be required apply to consult with Parent before issuing any press release or making any other public statement (x) made or proposed to be made by the Company in connection with respect to an Acquisition Proposal, a Superior Proposal or a Company Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication any action taken pursuant thereto or similar communication of the type contemplated by Rule 14d-9(f(y) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with any dispute between the arrangement of parties regarding this Agreement or the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithtransactions contemplated hereby.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company Parties shall consult with one another prior to issuing, and provide each other before issuing with the opportunity to review and comment upon, any press release public announcement, statement or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, disclosure with respect to this Agreement or the transactions contemplated by this Agreement Merger and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatement prior to such consultation, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with by the rules and regulations of the Nasdaq (in which event such Party shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other Party to review and comment upon such public announcement or rule of any national securities exchange statement in advance and shall give due consideration to all reasonable additions, deletions or association upon which the securities changes suggested thereto); provided that, (i) each of the Company are listedand Parent may make press releases or public announcements concerning this Agreement or the Merger that consist solely of information previously disclosed in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 5.9 and (ii) each of the Company and Parent may make any public statements in response to questions by the press, analysts, investors or analysts or those participating in which case the party required to make the release investor calls or announcement shall use reasonable best efforts to consult with the other party aboutindustry conferences, and allow the other party reasonable time (taking into account the circumstances) to comment on, so long as such release or announcement statements consist solely of information previously disclosed in advance of such issuance, (b) that is consistent with previous press releases, public disclosures or public statements made jointly by Parent and/or the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company in compliance with this Section 5.9. The Company shall not be required to consult with provide any review or comment to Parent before issuing regarding any press statement, release or making any other public statement with respect disclosure in response to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement receipt and existence of a Company Takeover Proposal, its consideration of making or its making of a Company Adverse Recommendation Change or any matters related thereto, and following any public statement, release or disclosure by the Company in respect of any of the Debt Financing; providedforegoing matters, that Parent shall not be required to provide any review or comment to the Company regarding any statement, release or disclosure made by Parent with respect to such matters. The Company and its counsel with a reasonable opportunity Parent agree to review issue the previously agreed upon form of joint press release announcing the execution and comment on such announcements or communications and shall consider delivery of this Agreement promptly following the Company’s comments in good faithexecution of this Agreement.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and Each of the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press Merger Sub agrees that no public release or making any other announcement (including public announcements, or scheduling a press conference or conference call filings with investors or analysts, with respect to this Agreement or the SEC) concerning the transactions contemplated hereby shall be issued by this Agreement and shall not issue any such press release or make any such other public announcement party without the prior written consent of the other party, Company and Parent (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed), except as such release or announcement (a) may be required by Applicable Law or any listing agreement with the rules or rule regulations of any national securities exchange or association upon applicable Governmental Body to which the securities of the Company are listedrelevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use commercially reasonable best efforts to consult with the other party about, and allow the each other party reasonable time (taking into account the circumstances) to comment on, on such release or announcement in advance of such issuance, (b) it being understood that is consistent the final form and content of any such release or announcement, to the extent so required, shall be at the final discretion of the disclosing party; provided, that the Company or Parent may include disclosures relating to the transactions contemplated hereby in its respective periodic filings with the SEC without seeking consent from, or consulting with, the 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 and the parties Company (or individuallymade individually by the Company or Parent, if approved previously consented to by the other party or (c) relates to an Acquisition Proposal or Superior Proposalparty); provided, howeverfinally, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult provide Parent any such opportunity to review or comment in connection with Parent before issuing any press release the receipt and existence of an Acquisition Proposal and matters related thereto or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type other communications contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithSection 6.4(b).

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Each of the Parent Parties, on the one hand, and the Company. Thereafter, Parent and on the Company shall other hand, shall, to the extent reasonably practicable, consult with each other before issuing issuing, and give each other a reasonable opportunity to review and comment upon, any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or Agreement, the Mergers and the other transactions contemplated by this Agreement hereby and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedprior to such consultation and review, except as such release or announcement (a) may be required by Applicable Law applicable Law, court process or by obligations pursuant to any listing agreement with or rule of any national securities exchange or association upon which national securities quotation system; provided that, notwithstanding the securities of foregoing, a Party may, without providing the Company are listedother Parties the opportunity for such consultation and review, in which case the party required to make the issue a press release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) make a public statement that is consistent with previous releases, public disclosures prior press releases or public statements made jointly in compliance with this Section 5.11 or any communication plan or strategy previously agreed to by Parent and the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange ActCompany. For the avoidance of doubt, nothing herein in this ‎Section 5.11 shall restrict (i) prevent Parent or the Debt Financing Sources Company from issuing any press release or their respective Affiliates making any public statement in the ordinary course that does not relate specifically to this Agreement or the transactions contemplated hereby, (ii) be deemed to restrict the ability of any Party to communicate to its employees or Representatives in a manner that would not be reasonably be expected to require public disclosure by the disclosing Party, (iii) be deemed to require the Company to consult with or obtain any approval from making customary announcements and communications Parent with respect to a public announcement or press release issued in connection with the arrangement receipt and existence of the Debt Financing; provideda Superior Proposal or proposal that would reasonably be expected to lead to a Superior Proposal, that and matters related thereto, or an Adverse Recommendation Change, other than as set forth in Section 5.2 or (iv) prevent Parent shall provide or, subject to Section 5.2, the Company and its counsel from making any public statement in connection with a reasonable opportunity to review and comment on such announcements any dispute among the Parties regarding this Agreement, the Mergers or communications and shall consider the Company’s comments in good faithother transactions contemplated hereby.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. ThereafterAny public announcement, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, similar publicity with respect to this Agreement or the transactions contemplated Transactions will be issued, if at all, at such time and in such manner as Buyer determines; provided, that the content of such announcements shall be subject to the prior written approval of at least one Shareholder, which consent shall not be unreasonably delayed, withheld or postponed; provided, further, that if any Shareholder fails to timely respond to Buyer’s request for such approval, then Buyer may proceed with issuing any such announcement, press release or similar publicity to the extent Buyer in good faith believes that such issuance is required by Law. Except with the prior Consent of Buyer, as permitted by this Agreement and or as required by Law, none of Seller, Shareholders, any of their respective Affiliates or any of their respective Representatives shall not issue disclose to any Person (a) the fact that any Confidential Information has been disclosed to Buyer or its Representatives, that any Confidential Information of Buyer has been disclosed to Seller or its Representatives or (b) any information about the Transactions, including the status of such press release discussions or make negotiations, the execution of any such other public announcement without the consent documents (including this Agreement) or any of the other partyterms of the Transactions or the related documents (including this Agreement). Prior to the Closing, Seller shall have the right to approve (which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned) the means by which Seller’s employees, except as such release or announcement (a) may customers, suppliers and others having dealings with Seller will be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities informed of the Company are listedTransactions, in which case as well as the party required to make the release or announcement shall use reasonable best efforts to consult with the other party aboutcontent of such communication, and allow Buyer will have the other party reasonable time (taking into account the circumstances) right to comment on, be present for any such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalcommunication; provided, however, that notwithstanding the foregoing and for the avoidance Seller shall have no right of doubt, the Company shall not be approval over any disclosures that Buyer is required to consult with Parent before issuing any press release make under Law or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithapplicable securities exchange rules.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any No press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect announcement related to this Agreement or the transactions contemplated Transactions shall be issued or made by this Agreement and shall not issue any such press release the Purchaser or make any such other public announcement its Affiliates without the consent prior written approval of the other party, which shall Company (not to be unreasonably withheld, conditioned or delayed), except as such release or announcement (a) may be unless required by Applicable Law or any listing agreement with or rule (based on the advice of any national securities exchange or association upon which the securities of the Company are listed, counsel) in which case the party required Company shall have the right to make the release review and reasonably comment on such press release, announcement or announcement shall use reasonable best efforts communication prior to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures distribution or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding publication. Notwithstanding the foregoing and for (but subject to the avoidance terms of doubtthe Confidentiality Agreement), the Company Purchaser and its Affiliates shall not be required to consult restricted from communicating with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements investors and communications potential investors regarding the Transactions in connection with marketing, informational or reporting activities in the arrangement ordinary course of the Debt FinancingPurchaser’s business; provided, provided that Parent shall provide the recipient of such information is subject to a customary obligation to keep such information confidential. Each of the Company and its counsel with a reasonable opportunity the Notes Issuer may issue or make one or more press releases or public announcements regarding the Transactions and the Other Financing Transactions (in the case of the Transactions (including the Form 8-K filed by the Company in respect thereof), subject to providing the Purchaser the right to review and reasonably comment on such announcements press release, announcement or communications communication prior to issuance, distribution or publication) and shall consider may file this Agreement with the SEC and may provide information about the subject matter of this Agreement in connection with equity or debt issuances, share repurchases, or marketing, informational or reporting activities. The (i) Company’s comments initial press release regarding the Transactions (whether or not the Purchaser is expressly referred to therein) and (ii) any subsequent press release by the Company regarding the Transactions that includes a reference to the Purchaser shall, in good faitheach case, be in such form as has been agreed to in writing by the Purchaser prior to the filing or dissemination thereof (such consent not to be unreasonably withheld, conditioned or delayed).

Public Announcements. The initial Parent and the Company agree to issue a joint press release as the first public disclosure of this Agreement. Subject to Section 6.1, prior to the issuance of a press release or other public statement or comment relating to this Agreement shall be a joint press release issued by Parent and (including any proposed termination hereof) or the transactions contemplated hereby, the Company. Thereafter, Parent and the Company Merger Sub shall consult with each other before issuing and provide each other with the opportunity to review and comment on any press release or making any other public announcements, statement or scheduling a press conference or conference call with investors or analysts, with respect comment relating to this Agreement or the transactions contemplated by this Agreement herein, and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned statement or delayedcomment prior to such consultation, except as such release or announcement (a) may be required by Applicable applicable Law or by obligations pursuant to any listing agreement with or rule the listing rules of any national securities exchange or association upon which as may be requested by a Governmental Entity; provided, however, that the securities of restrictions in this Section 7.10 shall not apply (a) subject to Section 6.1 and Section 7.3, to any Company communication (including a press release or other public statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the Company are listed, in which case from and after a Change of Recommendation by the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuanceCompany Board, (b) to communications that is are disclosures or communications by Xxxxxx, Merger Sub and their Affiliates to existing or prospective general or limited partners, equity holders, members, managers, financing sources and investors of such Person or any Affiliates of such Person, in each case who are subject to customary confidentiality restrictions, and deal descriptions on such Person’s website in the ordinary course of business, (c) in connection with any dispute between the Parties regarding this Agreement, the Merger or the other transactions contemplated hereby or (d) statements made by the Company or Parent, Merger Sub or their respective Affiliates in response to questions by the press, analysts, investors or those participating in investor calls or industry conferences, so long as such statements are consistent with information previously disclosed in previous press releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult and/or Parent in compliance with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with this Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faith7.10.

Public Announcements. The initial press release relating to regarding the execution of this Agreement shall be a joint press release issued agreed to by the Company and Parent, which each of the Company and Parent and the Companyshall be permitted to file with any Governmental Authority as may be required by Applicable Law. Thereafter, Parent and neither the Company nor Parent, nor any of their respective Affiliates, shall consult with each other before issuing issue or cause the publication of any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcement with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release Merger or make any such the other public announcement Transactions without the prior written consent of the other party, party (which consent shall not be unreasonably withheld, conditioned or delayed), except as unless such release or announcement (a) may be party determines, after consultation with such party’s outside legal counsel, that it is required by Applicable Law or by any listing agreement with or rule the listing rules of any a national securities exchange or association upon which trading market to issue or cause the securities publication of any press release or other announcement with respect to this Agreement, the Company are listedMerger or the other Transactions, in which case event such party shall endeavor, on a basis reasonable under the party required circumstances, to make the release or announcement shall use reasonable best efforts provide an opportunity to consult with the other party about, to review and allow the other party reasonable time (taking into account the circumstances) to comment on, upon such press release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalannouncement; provided, however, that notwithstanding the foregoing and for the avoidance of doubtforegoing, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with pursuant to Section 6.03 or “stop look with respect to its receipt and listen” communication consideration of any Acquisition Proposal; provided, further, each party hereto and their respective controlled Affiliates may make statements that are substantially the same as previous press releases, public disclosures or similar communication of the type contemplated public statements made by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources Company, respectively, in compliance with this Section 6.12. Prior to making any written communications to Employees pertaining to compensation or their respective Affiliates from making customary announcements and communications in connection benefit matters that are affected by the Transactions, the Company shall provide Parent with the arrangement a copy of the Debt Financing; providedintended communication, that Parent shall provide and the Company shall consider in good faith any comments made by Parent to such communication (it being understood that any subsequent communication that sets forth substantially the same information shall not require compliance with this sentence), provided that the Company may, without Parent’s or Merger Sub’s consent, communicate to its employees, creditors, customers, suppliers and its counsel consultants in a manner consistent in all material respects with prior communications of the Company that were previously approved by Parent or consistent with a reasonable opportunity communications plan previously agreed to review by Parent and comment on such announcements or communications and shall consider the Company’s comments in good faith.

Public Announcements. The initial press release relating to concerning this Agreement and the transactions contemplated hereby shall be a joint press release issued to be reasonably agreed upon by Parent the Company and the CompanyParent. ThereafterFollowing such initial press release, Parent and the Company shall consult with each other before issuing any additional press release or release, making any other public announcements, statement or scheduling a or participating in any press conference, conference call, media interview or conference call meeting with investors or analysts, analysts with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedhereby and, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which association, shall not issue any such press release, make any such other public statement or schedule or participate in any such event before such consultation (and, to the securities extent applicable, shall provide copies of the Company are listedany such press release, in which case the party required statement or agreement (or any scripts for any statements to make the release or announcement shall use reasonable best efforts be made orally) to consult with the other party about, and allow shall consider in good faith the comments of the other party reasonable time party); provided that the restrictions set forth in this Section 6.9 shall not apply to (taking into account the circumstancesi) to comment on, such any release or announcement public statement made or proposed to be made by the Company in advance of such issuance, compliance with Section 6.3 (b) that is consistent with previous releases, public disclosures including any release or public statements statement made jointly or proposed to be made by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation a Change effected of Board Recommendation), or in accordance connection with Section 6.03 or “stop look and listen” communication or similar communication of any dispute between the type contemplated by Rule 14d-9(f) under parties regarding this Agreement, the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent Merger or the Debt Financing Sources or their respective Affiliates from making other transactions contemplated hereby, (ii) any customary announcements and communications other customary communications, including preparation and distribution of marketing materials, in connection with the arrangement of Financing or (iii) any public statements by either party with respect to this Agreement and the Debt Financing; providedtransactions contemplated hereby, that Parent shall provide the Company including their effect on either party’s business and its counsel financial projections, with a reasonable opportunity to review investors, analysts and comment Financing Sources, including on its periodic earnings calls and in any “road show”, so long as such announcements party’s comments are consistent with the information contained in the press releases or other documents or communications previously issued and shall consider agreed upon by the Company’s comments parties. Notwithstanding the foregoing sentence, without prior consultation, each party may disseminate information included in good faitha press release or other documents or communications already approved for external distribution by the other parties.

Public Announcements. The initial press release relating with respect to the execution and delivery of this Agreement Agreement, the Merger and the other transactions contemplated hereby shall be a joint press release issued release, the text of which is to be reasonably agreed upon by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or making any other public announcementsstatements, disclosures, filings or scheduling a press conference or conference call communications (including any filings with investors or analysts, the SEC related to the Merger) with respect to this Agreement or the Merger and the other transactions contemplated by this Agreement hereby, and shall consider in good faith the reasonable comments of the other Party, and shall not issue any such press release or make any such other public announcement without the consent of the other partystatement, which shall not be unreasonably withhelddisclosure, conditioned filing or delayedcommunication prior to such consultation, except as such release or announcement (a) as may be required by Applicable applicable Law (including, in the case of the Company, by the directors’ fiduciary duties, it being expressly understood that nothing herein shall be construed as a modification or limitation of Section 5.02), court process or by obligations pursuant to any listing agreement with or rule rules of any applicable national securities exchange exchange, interdealer quotation service or association upon which the securities trading market, (b) with respect to any Change in Company Board Recommendation made in compliance with Section 5.02(d) of the Company are listedthis Agreement or (c) as otherwise required by this Agreement, in which case the party Party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party Party reasonable time (taking into account the circumstances) to comment on, on such release or announcement in advance of such issuanceissuance (it being understood that the final determination of the disclosure requirements under applicable Law shall be made by the disclosing Party after consultation with its outside legal counsel). Notwithstanding the foregoing, Parent and the Company may make public statements (a) so long as any such statement is substantially consistent with previous public statements, disclosures or communications permitted by this Section 6.06 and (b) that is consistent with previous releasesin a legal proceeding where the Company or any of its Affiliates, public disclosures on the one hand, and Parent or public statements made jointly by any of its Affiliates, on the other hand, are adverse parties or individually, if approved by the other party or (c) relates reasonably likely to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithbecome adverse parties.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. ThereafterParent, Parent and the Company and MIC each shall (a) consult with each other before issuing such party or any of its Affiliates issues any press release or making otherwise makes any other public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to this Agreement or the transactions contemplated by this Agreement Agreement, (b) provide to the other party for review a copy of any such press release or public statement and shall (c) not issue any such press release or make any such other public announcement without statement prior to such consultation and review and the receipt of the prior consent of the other party, party (which consent shall not be unreasonably withheld, conditioned or delayed), except as such for any press release or announcement (a) public statement as may be required by Applicable applicable Law or pursuant to any listing agreement with or rule rules of any national applicable securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalexchange; provided, however, that notwithstanding that, the foregoing shall not restrict or prohibit (i) the Company or MIC from making any announcement from the date hereof through the Effective Time to its employees, customers and for other business relations to the avoidance extent the Company or MIC determines in good faith that such announcement is necessary or advisable or (ii) the Company from making any announcement following the completion of doubtthe MIC Sale or an Alternative MIC Sale; provided, further, that, the Company Company, MIC and their respective Affiliates shall not be required to consult with Parent before prior to issuing any press release or otherwise making any other public statement that primarily relates to the Company’s review of strategic alternatives, including the Reorganization, the MIC Sale or any Alternative MIC Sale, nor shall the Company, MIC and their respective Affiliates be required to provide a copy of any such press release or public statement to Parent or seek Parent’s consent with respect thereto, including any such press release or public statement that discloses information relating to the transactions contemplated hereby; provided, further, that Affiliates of the Company or MIC may provide general information about the subject matter of this Agreement in connection with its or its Affiliates’ fund raising, marketing, informational or reporting activities of the kind customarily provided with respect to an private equity investments. Notwithstanding the foregoing, (a) nothing in this Section 8.11 shall limit MIC’s or the MIC Board’s rights under Section 8.10 [(Alternative Transaction Proposals)], (b) the Company and MIC will no longer be required to consult with or otherwise obtain the consent of Parent in connection with any such press release or public statement or provide Parent with the opportunity to review a copy thereof if the MIC Board (or, following completion of the Reorganization, the Company Board) has made any Adverse Recommendation Change effected in accordance with or shall have resolved to do so and (c) the requirements of this Section 6.03 8.11 shall not apply to any disclosure by the Company, MIC or “stop look and listen” communication or similar communication Parent of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent any information concerning this Agreement or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications transactions contemplated hereby in connection with any dispute between the arrangement of parties regarding this Agreement, the Debt Financing; provided, that Parent shall provide Merger or the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithother transactions contemplated by this Agreement.

Public Announcements. The initial Seller shall issue the press release relating to this Agreement shall be attached hereto as Schedule 9.3 (the “Press Release”) at a joint press release issued mutually agreed time and reasonably promptly following the Closing, but in no event later than the time by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or which disclosure of the transactions contemplated by this Agreement may be required by Law or the rules and regulation of any national securities exchange upon which the securities of either Party are listed (such time, the “Disclosure Time”, and such disclosure, the “Required Disclosure”). Other than the Press Release and any Required Disclosure, and subject to the terms of this Section 9.3, no Party shall not issue or originate any publicity, press release, or make any public announcement, written or oral, with respect to any of the Transaction Agreements without the prior written consent of the other Party (whether such other Party is named in such publicity, press release, or other public announcement or not); provided that no Party will be required to obtain the prior approval of or consult with the other Party in connection with any such press release or make public announcement made after release of the Press Release if such press release or public announcement consists solely of information previously disclosed in all material respects in the Press Release or a previously distributed press release or public announcement made in accordance with this Section 9.3. To the extent a Party has any Required Disclosure, (i) such Party shall, to the extent legally permissible, consult in good faith with the other Party before making any such Required Disclosure and shall use its commercially reasonable efforts to incorporate the reasonable comments timely made by the other public announcement without Party in good faith and (ii) such Party shall not make the consent Required Disclosure prior to the release of the Press Release, unless the Press Release has not been released by one hour prior to the Disclosure Time. If either Party, based on the advice of its counsel, determines that this Agreement, or any of the other partyTransaction Agreements, which shall not must be unreasonably withheld, conditioned or delayed, except as such release or announcement filed with the United States Securities and Exchange Commission (a“SEC”) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listedother similar Governmental Authority, in which case the party required then such Party, prior to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubtsuch filing, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company other Party and its counsel with a redacted version of this Agreement (and any other Transaction Agreement) which it intends to file and any draft correspondence with the SEC (or such other Governmental Authority, as applicable) requesting the confidential treatment by the SEC (or such other Governmental Authority, as applicable) of those redacted sections of this Agreement, and will give due consideration to any comments timely provided by the other Party or its counsel and use commercially reasonable opportunity efforts to review and comment on ensure the confidential treatment by the SEC (or such announcements other Governmental Authority, as applicable) of those sections specified by the other Party or communications and shall consider the Company’s comments in good faithits counsel.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued release, the text of which has been agreed to by each of Parent and the Company. Thereafter, except with respect to any matters contemplated by Section 7.03, Section 9.01 or Section 9.03, each of Parent and the Company shall consult with each other before it or any of its Affiliates issue any press release or otherwise make any public statements with respect to this Agreement or any of the Transactions, except to the extent public disclosure is required by applicable Law or the rules or regulations of Nasdaq or any United States national securities exchange on which the Shares are then traded, in which case the issuing party shall use its reasonable efforts to consult with the other party before issuing any press release or making any such public statements. Notwithstanding the foregoing, each party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees, make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC or make other public announcementsstatements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except so long as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company statements are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous press releases, public disclosures or public statements made jointly by the parties hereto (or individually, if approved individually in accordance with this Section 7.08). Prior to making any written communications to the employees or independent contractors of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubtTransactions, the Company shall not be required to consult provide Parent with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication a copy of the type contemplated by Rule 14d-9(fintended communication at least one (1) under Business Day prior to the Exchange Actdate of first use, and the Company shall consider in good faith any comments made to such communication (it being understood that any subsequent communication that sets forth substantially the same information shall not require compliance with this sentence). For Parent, Merger Sub and their Affiliates may, without consultation with, or consent of, the avoidance of doubtCompany, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements make non-public ordinary course disclosures and communications in connection with to existing or prospective general and limited partners, equity holders, members, managers and investors of such person, if the arrangement persons receiving such disclosures and communications are subject to customary confidentiality restrictions restricting public dissemination or use of the Debt Financingsuch information; provided, that Parent shall provide such disclosures and communications do not include any material non-public or proprietary information of the Company and or its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithSubsidiaries.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Each of Parent and the Company shall shall, to the extent reasonably practicable, consult with each other before issuing issuing, and give each other a reasonable opportunity to review and comment upon, any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to this Agreement or Agreement, the Merger and the other transactions contemplated by this Agreement hereby and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedprior to such consultation and review, except (i) as such release or announcement (a) may be required by Applicable Law applicable Law, court process or by obligations pursuant to any listing agreement with or rule of any national securities exchange or association upon which the national securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuancequotation system, (bii) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected made in accordance with this Agreement or (iii) to enforce rights and remedies under this Agreement; provided, that the foregoing shall not apply to any public statement, disclosure or communication (x) so long as such statement, disclosure or communication is substantially similar in tone and substance with any previous public statements, disclosures or communications made by the Company or Parent, as applicable, in compliance with this Section 6.03 5.12, or “stop look (y) to the extent that such statement, disclosure or communication has been reviewed and listen” communication or similar communication previously approved by both the Company and Parent. The press release announcing the execution and delivery of this Agreement shall be a joint release of Parent and the Company. Notwithstanding the foregoing but subject to the terms and conditions of the type contemplated by Rule 14d-9(f) under Confidentiality Agreement, Parent, Merger Sub and their respective Affiliates may, without consulting the Exchange Act. For Company, make communications, and provide ordinary course communications regarding this Agreement and the avoidance of doubtMerger, nothing herein shall restrict Parent or to the Debt Financing Sources Related Parties and existing or their respective prospective general and limited partners, equity holders, members, managers, agents and investors of any Affiliates from making of such Persons, in each case, who are subject to customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithconfidentiality restrictions.

Public Announcements. The initial press release relating to regarding this Agreement and the Contemplated Transactions shall be a joint press release issued made at such time and in such form as Holdings and Seller agree; provided, that in the event that the parties cannot agree, either party shall be permitted to make any disclosure required by Parent and Law. Prior to the Company. ThereafterClosing, Parent and none of Holdings, Newco, the Company shall consult with each other before issuing or Seller will issue or make (or permit any controlled Affiliate to issue or make) any subsequent press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement Contemplated Transactions without (a) the prior consent of Holdings, in the other partycase of Seller or the Company, which shall not be unreasonably withheldor (b) the prior consent of Seller, conditioned in the case of Holdings or delayedNewco, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listedLaw; provided, in which case that the party required proposing to make the issue any press release or similar public announcement or communication in compliance with any such disclosure obligations required by Law shall use commercially reasonable best efforts to consult in good faith with the other party aboutbefore doing so. Notwithstanding anything to the contrary herein, the Financing Sources, their representatives and allow the Holdings’ and Newco’s professional advisors may (i) publish “tombstones” or other party reasonable time customary announcements which do not contain pricing details that are not otherwise publicly available and (taking into account the circumstancesii) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or make public statements made jointly by and/or communications in connection with the parties Debt Financing (or individually, if approved by any alternative financing) so long as such statements or communications are afforded confidential treatment to the same extent as other party or (c) relates confidential information customarily provided to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding Persons in the foregoing and for the avoidance context of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Actfinancings. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications disclosures to Governmental Authorities in connection with the arrangement of parties’ efforts to obtain approval and/or early termination under the Debt Financing; provided, that Parent HSR Act and to make any related filing shall provide the Company and its counsel with a reasonable opportunity be deemed not to review and comment on such announcements or communications and shall consider the Company’s comments in good faithviolate this Agreement.

Public Announcements. The initial press release relating (a) Subject to this Agreement Section 4.4(b), Section 4.7 and Section 4.8, none of the Parties or any of their respective Representatives shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issue any press release releases or making make any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcements with respect to this Agreement or the transactions contemplated by this Agreement hereby without the prior written consent of, prior to the Closing, the Company and shall not Pathfinder or, after the Closing, the Company and Sponsor; provided, however, that each Party, the Sponsor or any of their respective Representatives may issue or make, as applicable any such press release or make any such other release, public announcement without the consent of the or other partycommunication (i) if such press release, which shall not be unreasonably withheld, conditioned public announcement or delayed, except as such release or announcement (a) may be other communication is required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listedapplicable Law, in which case (A) prior to the party required to make Closing, the release or announcement disclosing Person shall use reasonable best efforts to consult with the other party aboutCompany, if the disclosing Person is Pathfinder, the Sponsor or any of their respective Representatives, or Pathfinder, if the disclosing Person is the Company, Merger Sub or any of their respective Representatives to review such announcement or communication and allow provide such person with the other party reasonable time (taking into account the circumstances) opportunity to comment onthereon and the disclosing Party shall consider such comments in good faith, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (cB) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding after the foregoing and for the avoidance of doubtClosing, the Company disclosing Person shall not be required use reasonable best efforts to consult with Parent before issuing the Company, if the disclosing Person is Sponsor or any of its Representatives, or Sponsor, if the disclosing party is the Company or any of its Representatives, and provide such Person with the opportunity to comment thereon and the disclosing Person shall consider such comments in good faith, (ii) to the extent any such press release, public announcement or other communication contain only information previously disclosed in a public statement, press release or making any other public statement with respect to an Adverse Recommendation Change effected communication previously approved in accordance with this Section 6.03 4.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 4.4 or otherwise in this Agreement, the Parties agree that (A) Silver Lake and its Representatives may provide general information about the subject matter of this Agreement and the Debt Financing; providedtransactions 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, and (B) the Sponsor and its 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, provided that Parent in each of clause (A) and (B) above the recipients of such information are subject to confidentiality obligations with respect to such information prior to the receipt thereof. (b) The initial press release concerning this Agreement and the transactions contemplated hereby shall provide be a joint press release in the form agreed by the Company and its counsel Pathfinder 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 (or, if the date of execution of this Agreement is a not a Business Day, on the first Business Day following execution of this Agreement). Promptly after the execution of this Agreement, Pathfinder shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a reasonable description of this Agreement as required by, and in compliance with, the Securities Laws, which the Company shall have the opportunity to review and comment on such announcements or communications upon prior to filing and Pathfinder shall consider the Company’s such comments in good faith. The Company, on the one hand, and Pathfinder, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Pathfinder, as applicable) 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 Pathfinder and the Company prior to the Closing), the Parties shall cause the Closing Press Release to be released. Promptly after the Closing (but in any event within four (4) Business Days after the Closing), Pathfinder 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 Securities Laws, which Closing Filing shall be mutually agreed upon by the Company and Pathfinder prior to the Closing (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Pathfinder, as applicable). In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders (or, in the case of the Company, Parent Equityholders), and such other matters as may be reasonably necessary for such press release or filing.

Public Announcements. The initial press Neither Party shall originate any publicity, news release or public announcements, written or oral, whether to the public or press, stockholders or otherwise, relating to this Agreement shall be a joint press release issued by Parent and Agreement, including its existence, the Company. Thereaftersubject matter to which it relates, Parent and the Company shall consult with each other before issuing performance under it or any press release of its terms, to any amendment hereto or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement performances hereunder without the prior written consent of the other partyParty, which shall not be unreasonably withheld, conditioned or delayed, except as save only such release or announcement (a) may be announcements that are required by Applicable Law law to be made or that are otherwise agreed by the Parties. All such announcements shall be brief and factual. If a Party decides to make an announcement required by law, it will give the other Party at least ten (10) business days advance notice, where possible, of the text of the announcement so that the other Party will have an opportunity to comment upon the announcement. To the extent that the receiving Party reasonably requests that any information in the materials proposed to be disclosed or deleted, the disclosing Party shall request confidential treatment of such information pursuant to Rule 406 of the Securities Act of 1933 or Rule 24b-2 of the Securities Exchange Act of 1934 as amended, as applicable (or any listing agreement other applicable regulation relating to the confidential treatment of information) so that there be omitted from the materials that are publicly filed any information that the receiving Party reasonably requests to be deleted, unless in the opinion of the disclosing Party's legal counsel such Confidential Information is legally required to be fully disclosed. Except for customary discussions with current or rule prospective investors and analysts, or at securities, industry or similar conferences or as required under applicable laws or regulations or as advised by CURIS' counsel, each Party shall give the other Party a reasonable opportunity (not to exceed 10 days) to review the content of any national securities exchange or association upon which oral announcement before it is made. Notwithstanding the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; providedforegoing, however, that notwithstanding where urgent, unusual and rare circumstances require immediate disclosure in the foregoing and for opinion of the avoidance of doubtParty's counsel, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected Party will, unless impossible because of legal reasons, provide at least three (3) days advance notice. Notwithstanding the above, the Parties agree that CURIS may announce the signing of this Agreement, the achievement of each milestone in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faiththis Agreement.

Public Announcements. The initial press release relating to regarding this Agreement shall be a joint made at such time and in such form as Buyer and Seller agree. If Buyer and Seller cannot agree on the initial press release issued release, then, from the date hereof until the Closing, either such party shall be permitted to make any disclosure that may be required by Parent and Law or the Company. Thereafter, Parent and rules or regulations of any exchange to which it is subject; provided that the Company shall consult with each other before issuing party proposing to issue any press release or making similar public announcement or communication in compliance with any such disclosure obligations shall use commercially reasonable efforts to consult in good faith with the other party before doing so. Following the Closing and the initial press release, none of Buyer, the Company, Seller or either Shareholder or any of their respective Affiliates shall issue or make any subsequent press release or public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to this Agreement or the transactions contemplated by hereby containing any substantive information in addition to that previously permitted to be disclosed pursuant to this Agreement and shall not issue any such press release or make any such other public announcement Section 7.5 without the prior consent of the other party, which shall not be unreasonably withheld, conditioned or delayedBuyer and Seller, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with the rules or rule regulations of any national securities exchange to which it is subject or association upon which (b) consistent with any previous internal or external public disclosures regarding this Agreement and the securities of the Company are listed, in which case transactions contemplated hereby; provided that the party required proposing to make the issue any press release or similar public announcement or communication in compliance with any such disclosure obligations shall use commercially reasonable best efforts to consult in good faith with the other party aboutbefore doing so. Notwithstanding anything herein to the contrary, Buyer may, without consultation with or consent of Seller, disclose any information concerning the transactions contemplated hereby that it deems appropriate in its reasonable judgment, in light of its status as a publicly owned company, including to securities analysts and allow institutional investors and in press interviews (x) prior to the other party reasonable time (taking into account Closing, to the circumstances) to comment on, extent such release information is contained in or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if a communications plan approved by the other party or Seller (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company which approval shall not be required to consult with Parent before issuing any press release unreasonably withheld or making any other public statement with respect to an Adverse Recommendation Change effected delayed) or (y) following the Closing, as determined by Buyer in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithbusiness judgment.

Public Announcements. (a) The parties acknowledge that the Company’s initial press release relating to this Agreement shall be a joint press release issued by Parent and regarding the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or initial announcement of the transactions contemplated by this Agreement and the other Transaction Documents to customers, suppliers, investors and employees and otherwise (the “Initial Press Release”) has been agreed by the parties. After the transmission of the Initial Press Release, except as required by Applicable Law or by the rules or requirements of any stock exchange on which the securities of a party are listed, no party shall not issue make, or cause to be made, or permit any such of its Affiliates to make, any press release or make any such other public announcement or other similar communications in respect of the Transaction Documents or the transactions contemplated thereby without prior written consent (not to be unreasonably withheld, conditioned or delayed) of the other party, to the extent such release, announcement or communication relates to the transactions contemplated hereby or by any of the other Transaction Documents. Notwithstanding the foregoing, no party shall be required to receive the consent of the other partyparty to any release, announcement or communication (including any filing required to be made under the Exchange Act or the Securities Act) to the extent such release, announcement or communication includes information (i) with respect to the transactions contemplated hereby or by any of the other Transaction Documents that is consistent with the Initial Press Release; (ii) that is consistent with releases, announcements or other communications previously consented to by the other party in accordance with this Section 3.2, (iii) that is required to be disclosed under GAAP; (iv) that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement; or (v) as may be required in connection with any Form 4, Schedule 13D, Schedule 13G, Form 8-K, Form 10-Q, Form 10-K, Schedule 14A or other disclosure required by the Commission or other Governmental Entity to be made by Amazon or the Company in connection with the transactions contemplated by this Agreement. Notwithstanding the preceding sentence, to the extent any disclosure (including communications with investors and analysts) relates to the Transaction Documents or any transaction contemplated thereby and contains any information inconsistent with the Initial Press Release or releases, announcements or other communications previously consented to by the other party in accordance with this Section 3.2 or that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement, such disclosure shall be subject to the prior consent of the other party (unless it is required to be in such form under Applicable Law), which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, . (b) that is consistent with previous releasesWithout limiting the foregoing, public disclosures or public statements made jointly by in recognition of the importance to the Company and Amazon of taking appropriate steps to maintain the confidentiality of agreements between the parties from the parties’ customers, competitors and suppliers, in the event that the Company is legally required to file or individuallyotherwise submit any agreement to which Amazon is a party (each a “Disclosable Agreement”) or any excerpt from, if approved by summary of or information relating to any Disclosable Agreement with or to the Commission or any other party regulatory body or stock exchange (ceach, a “Disclosure Agency”) relates to an Acquisition Proposal the filing or Superior Proposal; providedsubmission of which involves or could result in public disclosure of such Disclosable Agreement or excerpt therefrom, however, that notwithstanding the foregoing and for the avoidance of doubtsummary thereof or information relating thereto, the Company shall not be required will (1) promptly notify Amazon of such requirement to consult with Parent before issuing file or otherwise submit the Disclosable Agreement or any press release excerpt therefrom, summary thereof or information relating thereto and any applicable deadline for making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 such filing or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(fsubmission, (2) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel Amazon with a reasonable opportunity to review request (i) a redaction of all information in the Disclosable Agreement or excerpt therefrom, summary thereof or information relating thereto, as requested by Amazon (in addition to any redactions proposed by the Company) prior to filing or submitting such Disclosable Agreement, excerpt therefrom, summary thereof or information relating thereto, and comment on (ii) the submission of one or more confidential treatment requests in support of such announcements redactions with such arguments as requested by Amazon, including in response to any comments or communications requests for information issued by the Commission or the applicable Disclosure Agency, to which, in each case, the Company shall agree absent a reasonable basis for objection (and shall provide Amazon prompt notice of any such objection, the basis therefor and a reasonable opportunity to consider and discuss such objection with the Company), (3) provide Amazon (i) with copies of any comments and all other communications received from the Commission or the applicable Disclosure Agency with respect to the Disclosable Agreement or confidential treatment thereof (including a reasonable summary of any oral communications or other comments received other than in writing) as promptly as reasonably practicable and (ii) with the Company’s proposed response to such comments at least three (3) Business Days before such response is submitted to the Commission or the applicable Disclosure Agency, and (4) provide Amazon with a reasonable opportunity to propose revisions within such three (3) Business Day-period to such the Company’s proposed response as requested by Amazon, and which revisions the Company shall make absent a reasonable basis for objection (and shall provide Amazon prompt notice of any such objection, the basis therefor and a reasonable opportunity to consider and discuss such objection with the Company), and, as applicable, use its commercially reasonable efforts in responding to any such comments in order to pursue assurance that confidential treatment will be granted. The Company will not file this Agreement, any Disclosable Agreement, any excerpt therefrom, summary or portion thereof or information relating thereto with any governmental authority or regulatory body, including the Commission or any Disclosure Agency, or disclose any other Confidential Information in any manner, except to the extent (i) permitted above, or (ii) the Company determines in good faithfaith based on the written advice of outside counsel that making such filing or submission without adhering to the requirements set forth above is necessary to comply with Applicable Law. Notwithstanding anything in Section 8.1 of this Agreement to the contrary, the provisions of this Section 3.2(b) will survive for so long as the Master Services Agreement has not been terminated.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued the text of which has been agreed to by each of Parent and the Company. Thereafter, between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in accordance with Article IX) unless otherwise prohibited by applicable Law or the requirements of NYSE American or the New York Stock Exchange, each of Parent and the Company shall use its reasonable best efforts to consult with each other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement Agreement, the Merger or any of the transactions contemplated by this Agreement other Transactions, and shall not issue any such press release or make any such other public announcement statement without the prior written consent of the other party, which shall party (not to be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal); provided, however, that notwithstanding the foregoing each of Parent and for the avoidance of doubt, the Company may make any such announcement or other communication (a) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing party shall, to the fullest extent permitted by applicable Law, first allow the other party to review such announcement or communication and the opportunity to comment thereon and the disclosing party shall not consider such comments in good faith, (b) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 7.10, and (c) to Governmental Authorities or contractual counterparties in connection with any consents, approvals and authorizations required to be required made under this Agreement or in connection with the Transactions. Furthermore, nothing contained in this Section 7.10 shall (i) require the Company to consult with or obtain the consent of Parent before issuing any press release or making any other public statement with respect solely to an the extent related to a Company Adverse Recommendation Change effected in accordance with Section 6.03 7.05 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f(ii) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict prevent Parent or the Debt Financing Sources Company or their respective Affiliates affiliates from making furnishing customary announcements or other reasonable information concerning the Transactions to their investors and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithprospective investors.

Public Announcements. The initial press release relating (a) Following the date hereof, neither the Company nor any of the Company Shareholders will (nor will any of them permit, as applicable, any of their respective officers, directors, partners, members, shareholders, agents, representatives or affiliates to), directly or indirectly, issue any statement or communication to any third party (other than its agents that are bound by confidentiality restrictions and other than communications with Company Securityholders and third parties to obtain the consents and approvals required under this Agreement shall be a joint press release issued by Parent and the Company. Thereafterapplicable Law, Parent and other than communications to limited partners of the Company shall consult with each other before issuing any press release or making any other public announcementsShareholders, or scheduling a press conference or conference call with investors or analysts, with respect to as otherwise required under applicable Law) regarding the subject matter of this Agreement or the transactions contemplated by hereby, including, if applicable, the termination of this Agreement and the reasons therefor or any disputes or arbitration proceedings, without the prior written consent of Parent. Following any press release or written publication documentation by Parent or Buyer, the Company and Company Shareholders shall not issue be entitled to make press releases or written publication documentation using substantially the same language used by Parent or Buyer in any press release or public announcement; provided, that any disclosure in such press release or make any such other public announcement without the consent of the other party, which documentation relating to a Company Shareholder’s return on investment or similar financial metric shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may deemed to be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required acceptable to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, Parent hereunder. (b) that is consistent with previous releasesPromptly following the Closing, public disclosures Parent and Buyer shall make a press release or public statements made jointly by written publication documentation regarding the parties subject matter of this Agreement or individuallythe transactions contemplated hereby, if approved by substantially in the other party or form of a copy of which was previously provided to the Company. (c) relates Prior to an Acquisition Proposal or Superior Proposal; providedthe Closing, however, that notwithstanding the foregoing Parent and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent Buyer shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements any press releases or communications written publication documentation regarding the subject matter of this Agreement or the transactions contemplated hereby and shall consider the Company’s comments in good faithfaith any reasonable comments of the Company thereto, except that this restrictions shall be subject to Parent’s or Buyer’s obligation to comply with applicable securities laws and the rules applicable to companies listed on the NYSE.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and None of the Company. Thereafter, Parent and the Company Stockholders’ Representative, or any of their respective Affiliates, or any of their or their Affiliates’ Representatives shall consult with each other before issuing issue or cause the publication of any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect announcement relating to this Agreement Agreement, any Ancillary Agreement, or the transactions contemplated by this Agreement and shall not issue any such press release hereby or make any such other public announcement thereby (whether before or after the Closing) without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned or delayedParent, except (i) as such release or announcement (a) may be Person believes in good faith and based on reasonable advice of counsel is required by Applicable applicable Law or any listing agreement with or rule by applicable rules of any national securities stock exchange or association upon quotation system on which the such Person or its Affiliates lists or trades securities of the Company are listed, (in which case the party required to disclosing Person will advise Parent in writing before making such disclosure), (ii) any Stockholder that is an academic institution may make such announcement after the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, Closing so long as such release or announcement in advance Stockholder first provides a draft of such issuanceannouncement to Parent, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with provides Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements announcement, and such announcement is in substance and form reasonably acceptable to Parent, and (iii) after the Closing, nothing shall prohibit such Person from providing a hyperlink on such Person’s relevant professional profile sites (for example, LinkedIn) to publicly available information relating to this Agreement and the transactions contemplated hereby, provided that such Person shall not disclose any other information or communications provide any commentary with respect to such publicly available information. Prior to the Closing, Parent shall allow the Company reasonable time to review and comment on (which comments shall consider the Company’s comments be considered in good faith) any press release or other public announcement Parent makes in respect of this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby.

Public Announcements. The initial press release relating to Except as otherwise permitted by Section 5.5 (Go-Shop; No-Shop; Alternative Acquisition Proposals) or in connection with any dispute among the parties regarding this Agreement shall be a joint press release issued by Parent and Agreement, the Company. Thereafter, Parent and the Company Acquisition Sub shall consult with each other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by this Agreement hereby, and none of the parties or their respective Affiliates shall not issue any such press release or make any such other public announcement without the consent of statement prior to obtaining the other party, parties’ consent (which consent shall not be unreasonably withheld, conditioned or delayed), except as that no such release or announcement (a) consent shall be necessary to the extent disclosure may be required by Applicable Law Law, Order or applicable stock exchange rule or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listedparty hereto (and in such event, in which case the such party required to make the release or announcement shall use its reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstancesprior to such disclosure) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved prior communications previously consented to by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubtparties. In addition, the Company shall not be required may, without Parent or Acquisition Sub’s consent, communicate to consult its employees, customers, suppliers and consultants; provided that such communication is consistent with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication prior communications of the type contemplated Company not made in violation of this Section 5.8 or with any plan previously agreed to by Rule 14d-9(f) under Parent and the Exchange ActCompany in which case such communications may be made consistent with such plan. For the avoidance of doubt, nothing herein the foregoing shall not restrict Parent or Parent’s disclosure of information regarding the Debt Financing Sources or their respective Affiliates from making customary announcements and communications transactions contemplated hereby, including information related to Parent’s determination to enter into this Agreement, in connection with fundraising, marketing, informational or reporting activities so long as such disclosures are made pursuant to a confidentiality agreement containing customary terms. For the arrangement avoidance of doubt, this Section 5.8 shall not apply to or otherwise restrict any Company communication (including a press release or other public statement) regarding an Alternative Acquisition Proposal in accordance with Section 5.5 or Company communication (including a press release or other public statement) made by the Company from and after a Change of Recommendation in accordance with Section 5.5 by the board of directors of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faith.

Public Announcements. The initial press release relating to this Agreement parties shall be mutually agree on a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making press releases (either joint or separate, as the parties may agree) to be issued upon execution of this Agreement. Neither party shall make any other subsequent public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to announcement concerning this Agreement or the transactions contemplated terms hereof not previously made public without the prior written approval of the other party with regard to the form, content, and precise timing of such announcement, except as may be required to be made by either party or its parent in order to comply with applicable law, regulations, court orders, or tax, securities filings, financing arrangements, acquisitions, or sublicenses (including, if CyDex or its parent so determines, attaching the text of this Agreement and shall not issue any such press release the Supply Agreement as an exhibit to a SEC Form 8-K or make any such other public announcement without the Form 10-K report). Such consent of the other party, which shall not be unreasonably withheld, conditioned or delayeddelayed by such other party. Before any such public announcement, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required wishing to make the release or announcement shall use reasonable best efforts submit a draft of the proposed announcement to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement sufficiently in advance of the scheduled disclosure to afford such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on upon the proposed text and the timing of such announcements or communications disclosure, and shall consider all reasonable comments of the Company’s comments other party regarding such disclosure. (Provided, that neither party shall use the trademark or logo of the other party, its Affiliates or their respective employee(s) in good faithany publicity, promotion, news release or public disclosure relating to this Agreement or its subject matter, except as may be required by law or required by the rules of an applicable US national securities exchange or except with the prior express written permission of such other party, such permission not to be unreasonably withheld, conditioned or delayed.) Notwithstanding the above, once a public disclosure has been made, either party shall be free to disclose to Third Parties any information contained in said public disclosure, without further pre-review or pre-approval.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Each of the Parent Parties, on the one hand, and the Company. Thereafter, Parent and on the Company shall other hand, shall, to the extent reasonably practicable, consult with each other before issuing issuing, and give each other a reasonable opportunity to review and comment upon, any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or Agreement, the Mergers and the other transactions contemplated by this Agreement hereby and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedprior to such consultation and review, except as such release or announcement (a) may be required by Applicable Law applicable Law, court process or by obligations pursuant to any listing agreement with or rule of any national securities exchange or association upon which national securities quotation system; provided that, notwithstanding the securities of foregoing, a Party may, without providing the Company are listedother Parties the opportunity for such consultation and review, in which case the party required to make the issue a press release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) make a public statement that is consistent with previous releases, public disclosures prior press releases or public statements made jointly in compliance with this Section 5.11 or any communication plan or strategy previously agreed to by Parent and the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange ActCompany. For the avoidance of doubt, nothing herein in this Section 5.11 shall restrict (i) prevent Parent or the Debt Financing Sources Company from issuing any press release or their respective Affiliates making any public statement in the ordinary course that does not relate specifically to this Agreement or the transactions contemplated hereby, (ii) be deemed to restrict the ability of any Party to communicate to its employees or Representatives in a manner that would not be reasonably be expected to require public disclosure by the disclosing Party, (iii) be deemed to require the Company to consult with or obtain any approval from making customary announcements and communications Parent with respect to a public announcement or press release issued in connection with the arrangement receipt and existence of the Debt Financing; provideda Superior Proposal or proposal that would reasonably be expected to lead to a Superior Proposal, that and matters related thereto, or an Adverse Recommendation Change, other than as set forth in Section 5.2 or (iv) prevent Parent shall provide or, subject to Section 5.2, the Company and its counsel from making any public statement in connection with a reasonable opportunity to review and comment on such announcements any dispute among the Parties regarding this Agreement, the Mergers or communications and shall consider the Company’s comments in good faithother transactions contemplated hereby.

Public Announcements. The initial press release relating Notwithstanding anything to the contrary contained in this Agreement shall Agreement, except as may be required to comply with the requirements of any applicable Law or the rules and regulations of any stock exchange upon which the securities of one of the Parties (or a joint press release issued by Parent parent entity or other Affiliate thereof) is listed, from and after the Company. ThereafterClosing Date, Parent and the Company shall consult with each other before issuing any no press release or making any other similar public announcements, announcement or scheduling a press conference communication shall be made or conference call with investors or analysts, with respect caused to be made relating to this Agreement or the transactions contemplated Transaction unless specifically approved in advance by this Agreement Parent. Notwithstanding the foregoing, Parent will have the right to (i) announce (publicly or otherwise) the consummation of the Contemplated Transactions and (ii) approve and be present for any communication by which any Employees, customers or suppliers of the Company, and other Persons having dealings with the Company, will be informed of the Contemplated Transactions, and neither Party shall not issue any such press release or make any such communications unless specifically approved in advance by Parent, except (a) to the extent disclosure by Company Senior Noteholders or Company Stockholders to their respective tax or financial advisors is required for purposes of complying with Company Senior Noteholders’ or Company Stockholders’ tax obligations or other reporting obligations under Law arising out of the Contemplated Transactions and (b) to the extent disclosure is made by a Company Senior Noteholder or Company Stockholder that is a venture capital fund to its partners, provided that (1) such partners are bound by a duty of confidentiality and (2) such disclosure is limited to the results of such Company Senior Noteholder’s or Company Stockholder’s investment in the Company and such other information as is required to be disclosed by such Company Senior Noteholder or Company Stockholder pursuant to its partnership agreement, limited liability company agreement or comparable organizational agreement. Notwithstanding anything herein to the contrary, following the Closing and after the public announcement without of the consent Merger, the Noteholders’ Representative shall be permitted to announce that it has been engaged to serve as the Noteholders’ Representative in connection herewith as long as such announcement does not disclose any of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithterms hereof.

Public Announcements. The Any initial press release relating with respect to this Agreement and the transactions contemplated hereby shall be a joint press release issued mutually agreed upon by Parent the Company and the CompanyPurchasers. Thereafter, Parent the Company and the Company Purchasers shall consult with each other before issuing and provide each other with the opportunity to review and comment upon any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by hereby or this Agreement and the Company and the Purchasers shall not, and shall cause their respective Affiliates not to, issue any such other press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatements prior to such consultation, except as such release or announcement (a) may be required by Applicable applicable Law or any listing agreement with or rule of any national securities exchange or association upon which related to the securities trading of the Company are listedClass A Common Stock on the NYSE, in which case the party required proposing to make the issue such press release or make such public announcement shall use commercially reasonable best efforts to consult in good faith with the other party about, and allow provide the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on the content of the proposed disclosure, which comments such announcements or communications and party shall consider the Company’s comments in good faith, acting reasonably, before issuing any such press release or making any such public announcement; provided that no Person party hereto will issue any press release or other public statement that attributes comments to any other Person or that indicates the approval of any other Person of the contents of any such press release or statement (or portion thereof) without the prior written approval of such Person. Notwithstanding anything herein to the contrary and for greater clarity, (a) no party shall be required to obtain consent pursuant to this Section 6.14 to the extent any proposed press release or other public statement is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section 6.14 and (b) nothing in this Section 6.14 shall prevent or restrict any Purchaser or its respective Affiliates from furnishing customary information concerning the transactions contemplated hereby and publicly available information to their current or prospective limited partners or investors.

Public Announcements. The Any initial press release relating with respect to this Agreement and the transactions contemplated hereby (and any related Report on Form 8-K) shall be a joint press release issued mutually agreed upon by Parent and the CompanyPurchasers. Thereafter, Parent and the Company Purchasers shall consult with each other before issuing and provide each other with the opportunity to review and comment upon any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by hereby or this Agreement and Parent and the Purchasers shall not, and shall cause their respective Affiliates not to, issue any such other press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatements prior to such consultation, except as such release or announcement (a) may be required by Applicable applicable Law or any listing agreement with or rule of any national securities exchange or association upon which related to the securities trading of the Company are listedCommon Stock on Nasdaq, in which case the party required proposing to make the issue such press release or make such public announcement shall use commercially reasonable best efforts to consult in good faith with the other party about, and allow provide the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on the content of the proposed disclosure, which comments such announcements or communications and party shall consider the Company’s comments in good faith, acting reasonably, before issuing any such press release or making any such public announcement; provided that no Person party hereto will issue any press release or other public statement that attributes comments to any other Person or that indicates the approval of any other Person of the contents of any such press release or statement (or portion thereof) without the prior written approval of such Person. Notwithstanding anything herein to the contrary and for greater clarity, (a) no party shall be required to obtain consent pursuant to this ‎Section 6.14 to the extent any proposed press release or other public statement is substantially equivalent to the information that has previously been made public without breach of the obligation under this ‎Section 6.14 and (b) nothing in this Section 6.14 shall prevent or restrict any Purchaser or its respective Affiliates from furnishing customary information concerning the transactions contemplated hereby and publicly available information to their current or prospective limited partners or investors in accordance with all applicable securities laws.

Public Announcements. The initial press release relating to 1 BSC proposes that this will be based on page 2 of the Financial Impact of Separation document dated August 3, 2007. (a) So long as this Agreement shall be a joint press release issued by Parent is in effect, the Trust and the Company. ThereafterStockholders’ Representative on the one hand, and Parent on the other hand, will (and each will cause their respective Affiliates to (other than the Company shall Excluded Xxxx Affiliates, as defined in the Purchase Agreements, with respect to the Stockholders' Representative or the Trust) consult with each the other before issuing any press release releases or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcements with respect to this Agreement or the transactions contemplated by this Amendment Agreement and shall not issue or any such of the other, and, except for any press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be statement required by Applicable Law or any listing agreement with any U.S. or rule international securities exchange, including the New York Stock Exchange, the American Stock Exchange or NASDAQ will not issue any press release or make any public statement with respect to any of the foregoing matters without the consent of the other, which consent will not be unreasonably withheld, delayed or conditioned. (b) If a release, announcement or statement described in Section 5.03(a) is required by Law or the rules or regulations of any national applicable United States or international securities exchange or association upon Governmental Authority to which the securities of the Company are listedrelevant party is subject, in which case the party required to make the release release, announcement or statement will notify Parent or the Stockholders’ Representative, as applicable, by telephone, email or fax within two hours of any officers in the legal department, corporate communications department or similar department of such party that routinely performs such functions concluding that it is reasonably likely that such party will issue a release, announcement shall or statement and will use its reasonable best efforts to consult with the allow such other party about, and allow the other party a reasonable time (taking into account the circumstances) to comment onon such release, such release announcement or announcement statement in advance of such issuanceissuance and will accept the reasonable comments of such other Party to such release. Notwithstanding anything contained in this Section 5.03(b), (b) language in a release, announcement or statement regarding this Amendment or the transactions contemplated by the Amendment Agreement that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates substantially similar to an Acquisition Proposal or Superior Proposal; provided, however, language that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected has been previously reviewed in accordance with procedures set forth in this Section 6.03 5.03(b) will not require notification to the Stockholders’ Representative or “stop look and listen” communication or similar communication Parent, as applicable, pursuant to this Section 5.03(b). The notices provided for in this Section 5.03(b) will describe the time frame of the type contemplated by Rule 14d-9(f) under release, announcement or statement. Any reference to a "Party" referenced in a release, announcement or statement in this Section 5.03 shall include such Party and, to the Exchange Act. For the avoidance of doubtextent applicable, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithAffiliates.

Public Announcements. The initial Neither party will make any public announcement regarding this Termination Agreement without the prior approval of the other party, Notwithstanding the above, promptly after the execution and delivery of this Agreement, the parties shall issue a press release relating to this Agreement shall be a joint press release issued by Parent in the form attached hereto and incorporated herein as Exhibit J. In addition, in no event will either party use the Company. Thereafter, Parent and name of the Company shall consult with each other before issuing party in any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent prior approval of the other named party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding no such approval of the foregoing and for other party shall be necessary if the avoidance of doubtpress release or other public announcement is substantially similar to releases or announcements previously approved by such party (provided, however, that the Company term "substantially similar" shall not be required deemed to consult with Parent before issuing permit additional information to be included in any press such release or making any announcement if such information has not been previously approved by the other party) provided that this Section 23 shall not impair a party's right to provide truthful testimony or other information, or to otherwise make public statement statements or disclosures, to the extent a party, after consultation with respect outside legal counsel, determines in good faith that it is required by law to an Adverse Recommendation Change effected in accordance do so. The parties acknowledge that Amgen and/or Immunomedics may be obligated to file a copy of this Agreement with Section 6.03 or “stop look the U.S. Securities and listen” communication or similar communication Exchange Commission, and each such party shall be entitled to make such filing, provided however, that it requests confidential treatment of the type contemplated by Rule 14d-9(f) more sensitive terms hereof to the extent such confidential treatment is reasonably available to the filing party under the Exchange Actcircumstances then prevailing. For In the avoidance event of doubtany such filing, nothing herein the filing party will provide the non-filing party with an advance copy of this Agreement marked to show provisions for which the filing party intends to seek confidential treatment, and the filing party shall restrict Parent or include the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement non-filing party's comments thereon, which comments shall be provided within [*] of receipt of the Debt Financing; providedadvance copy by the non-filing party. Each party agrees not to publicly disparage or defame, that Parent shall provide or make any material misrepresentation regarding the Company and its counsel with a reasonable opportunity to review and comment on such announcements other party or communications and shall consider any officer, director or employee of the Company’s comments in good faithother party.

Public Announcements. The initial press release relating to this Agreement (a) Neither Party shall be a joint press release issued by Parent and the Company. Thereafteroriginate any written publicity, Parent and the Company shall consult with each other before issuing any press release or making any other written public announcementsannouncements whether to the public or press, or scheduling a press conference or conference call with investors or analysts, with respect relating to this Agreement or the transactions contemplated by this Agreement and shall not issue Supply Agreement, their existence, the subject matter to which they relate or to any such press release amendment hereto or make any such other public announcement thereto without the prior written consent of the other party, which shall Party (not to be unreasonably withheld, conditioned or delayed), except as save only such release or announcement (a) may be announcements that are required by or advisable to be made under Applicable Law or any listing agreement with or rule the rules of any national securities exchange or association upon which the securities of the Company are listedNasdaq, in which case the party required other Party shall at least be provided with a copy of such announcement prior to make its release. Notwithstanding the foregoing prior written consent requirement, each Party is hereby granted the right to issue a press release or announcement shall use reasonable best efforts (i) with respect to consult with this Agreement and the Supply Agreement without the prior written consent of the other party aboutParty in connection with statements in quarterly or annual press releases reporting the Party’s quarterly or yearly financial or operating results to the extent they relate to such financial or operating results, and allow (ii) upon the happening of the following events: execution of this Agreement and the Supply Agreement, the filing of any Regulatory Approval Applications, the receipt of any Regulatory Approvals, any significant clinical trial development (including initiation and/or completion of a clinical trial) and Commercialization in any country or region, provided that in the case of clause (ii) the content of such release is reasonably satisfactory to the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, Party. (b) that is consistent with previous releasesIn the event of such publication, public disclosures press release or public statements made jointly by announcement described in Section 7.4(a) for which the parties or individually, if approved by prior written consent of the other party Party is required or the content of which must be reasonably satisfactory to the other Party, the Party making the announcement will give the other Party at least reasonable advance notice of the text of the announcement so that the other Party will have an opportunity to comment upon the announcement. Notwithstanding the foregoing, however, where urgent, unusual and rare circumstances require immediate disclosure upon the advice of the Party’s counsel, a Party will, unless impossible or inadvisable because of legal reasons, provide at least one (c1) relates Business Day’s advance written notice of such disclosure to an Acquisition Proposal the other Party. Notwithstanding anything contained in this Agreement to the contrary, GALDERMA acknowledges that ANIKA is permitted to file this Agreement and the Supply Agreement with the Securities and Exchange Commission and to disclose the terms of this Agreement and the Supply Agreement in ANIKA’s reports or Superior Proposalregistration statements filed with or furnished to the Securities and Exchange Commission, provided that ANIKA shall use its commercially reasonable efforts to obtain confidential treatment with respect to the commercially sensitive terms contained herein; provided, howeverfurther, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication ANIKA’s ongoing financial reporting of the type transactions contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent this Agreement or the Debt Financing Sources Supply Agreement in its reports or their respective Affiliates registration statements filed with or furnished to the Securities and Exchange Commission will be consistent with ANIKA’s past financial reporting practices as may be modified from making customary announcements and communications time to time by the requirements of applicable law, regulation or accounting principles generally accepted in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithUnited States.

Public Announcements. The initial press release relating with respect to the Arrangement, this Agreement and the other transactions contemplated hereby shall be a joint press release issued to be reasonably agreed upon by Parent and the Company. Thereafter, Parent and none of the Company shall consult with each other before issuing any press release or making any other public announcementsParties shall, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, Parties (which consent shall not be unreasonably withheld, conditioned or delayed), issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to the Arrangement, this Agreement and the other transactions contemplated hereby unless required to do so by Governmental Authorities or applicable Law. The Company shall not make any filing with any Governmental Authority with respect to the Arrangement or the transactions contemplated hereby without prior consultation with the Purchaser, and the Purchaser shall not make any filing with any Governmental Authority with respect to the Arrangement or the transactions contemplated hereby without prior consultation with the Company, provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws, and the Party making the disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity for the other Party to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing), and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing, and provided further, however, that, except as such release or announcement (a) may be otherwise required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of pursuant to this Agreement, the Company are listed, in which case shall have no obligation to obtain the party required to make the release consent of or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) Purchaser prior to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releasesany press release, public disclosures statement, disclosure or public statements made jointly filing by the parties or individually, if approved by the other party or (c) relates Company with regard to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance a Change of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithRecommendation.

Public Announcements. The initial Parties have agreed upon the content of one (1) or more press release relating to this Agreement releases which shall be a joint press release issued by Parent and substantially in the Company. Thereafterform(s) attached hereto as Exhibit E. No Party shall issue or make any other public announcement, Parent and the Company shall consult with each other before issuing any press release or making any other public announcementsdisclosure regarding this Agreement, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement its subject matter or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement terms thereof without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned or delayedParties, except as for any such release or announcement (a) may be disclosure that is, in the opinion of the disclosing Party’s counsel, required by Applicable applicable Law or any listing agreement with or rule the rules of any national securities a stock exchange or association upon on which the securities of the Company disclosing Party are listed. 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 party required its securities are listed to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment ona public disclosure, such release or announcement Party shall submit the proposed disclosure in writing as far in advance of the disclosure as practicable, to the other Parties and provide such issuanceother Parties a reasonable opportunity to comment thereon. The contents of any announcement or filing or similar publicity that has been reviewed and approved by the reviewing Parties or that is consistent with the foregoing may then be re-released by any Party without a requirement for advance notice or re-approval. Notwithstanding the foregoing, at any time following the Closing Date, the Parties and their respective Affiliates are permitted to make statements that substantially reiterate, are not inconsistent with and do not contain any information relating to any of (a) the Transaction, (b) that is consistent with the other Party hereto or (c) the conduct of the Business prior to Closing not previously included in, the previous press releases, public disclosures or public statements made jointly by the parties or individually, if approved by Parties in compliance with this Section 11.1 without the prior written consent of the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithParties.

Public Announcements. The initial press release relating to Between the date of this Agreement shall be a joint press release issued by Parent and the Company. ThereafterClosing Date, Parent and except to the extent required by Law, neither Purchaser nor the Company shall consult with each other before issuing shall, directly or indirectly, issue any press release or making public announcement of any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or kind concerning the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the prior written consent of the other party, which shall Parties (not to be unreasonably withheld, conditioned or delayed); provided that any Party may make any public announcement, except as such release or announcement (a) may be required by Applicable disclosure which it in good faith believes, based on advice of counsel, is necessary or advisable in connection with any requirement of Law or any listing agreement with regulation or rule pursuant to the requirements of any national securities exchange or association upon which the securities of exchange, it being understood that Purchaser and the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with will provide the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, Party with copies of any such release or announcement in advance of such issuanceissuance and use commercially reasonable efforts to consult and to agree upon a mutually satisfactory text prior to the making thereof; and provided further that any public announcement, (b) release or disclosure by Purchaser in respect of the Specified Matter that is not consistent in all material respects with previous releasesSection 7.3 of the Company Disclosure Schedule shall require the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Following the Closing, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing Purchaser and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing the Stockholder Representative prior to making any press public announcement, release or making any other public statement with disclosure in respect to an Adverse Recommendation Change effected of the Specified Matter that is not consistent in accordance all material respects with Section 6.03 or “stop look and listen” communication or similar communication 7.3 of the type contemplated by Rule 14d-9(f) under Company Disclosure Schedule, or in respect of any development or update on status regarding the Exchange Act. For the avoidance of doubtSpecified Matter, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithfaith any comments to such public announcement, release or disclosure from the Stockholder Representative.

Public Announcements. The initial press release relating to this Agreement Operator shall be a joint press responsible for the preparation and release issued by Parent of all public announcements and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to statements regarding this Agreement or the transactions contemplated Joint Petroleum Operations; provided that no public announcement or statement shall be issued or made unless, prior to its release, all the Concessionaires have been furnished with a copy of such statement or announcement and the approval of at least two (2) Concessionaires which are not Affiliated Companies of Operator holding fifty percent (50%) or more of the Participating Interests not held by Operator or its Affiliated Companies has been obtained. Where a public announcement or statement becomes necessary or desirable because of danger to or loss of life, damage to property or pollution as a result of Petroleum Operations pursuant to the EPCC and this Agreement Agreement, Operator is authorized to issue and make such announcement or statement without prior approval of the Concessionaires, but shall not promptly furnish all the Concessionaires with a copy of such announcement or statement. If a Concessionaire wishes to issue any such press release or make any such other public announcement without or statement regarding this Agreement or the consent Joint Petroleum Operations, it shall not do so unless, prior to the release of the other partypublic announcement or statement, such Concessionaire furnishes all the Concessionaires with a copy of such announcement or statement, and obtains the approval of at least two (2) Concessionaires which shall are not be unreasonably withheld, conditioned Affiliated Companies holding fifty percent (50%) or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities more of the Company are listedParticipating Interests not held by such announcing Concessionaire or its Affiliated Companies; provided that, in which case the party required notwithstanding any failure to make the release or announcement obtain such approval, no Concessionaire shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before prohibited from issuing any press release or making any other such public announcement or statement with respect if it is necessary to an Adverse Recommendation Change effected do so in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection order to comply with the arrangement applicable laws, rules or regulations of the Debt Financing; providedany government, that Parent shall provide the Company and legal proceedings or stock exchange having jurisdiction over such Concessionaire or its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments Affiliated Companies as set forth in good faithArticle 16.2.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issuing, and provide each other the opportunity to review and comment upon, any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement Agreement, the Merger or the transactions contemplated by this Agreement Offer, and shall not issue any such press release or make any such other public announcement statement without the prior consent of the other party, (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as such release or announcement (a) may be required by Applicable Law Law, court process or any listing agreement with or rule rules of the NYSE or other stock exchange on which securities of Parent (or its Affiliates) or the Company is listed; provided that Parent and Acquisition Sub may make public statements regarding any Competing Proposal that has been made public or in response to public statements of any national securities exchange person recommending or association upon which the securities encouraging stockholders of the Company are not to tender their shares of Common Stock into the Offer, after consulting with the Company and considering in good faith any comments provided by the Company with respect to such public statements to the extent permitted by applicable Law, court process or any listing agreement with or rules of the NYSE or other stock exchange on which securities of Parent (or its Affiliates) is listed. With respect to any communications to be delivered orally, in which case including by conference call or webcast, this Section 6.7 shall be deemed satisfied if, to the extent practicable, the disclosing party required gives advance notice of such disclosure to make the release other party, including copies of any talking points, scripts or announcement shall use reasonable best efforts to consult similar documents, and consults with the other party aboutand considers in good faith any comments provided by such other party with respect thereto; provided, and allow further that the prior agreement of the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected such disclosures to the extent that the non-disclosing party reasonably determines that any disclosure would be materially adverse to the non-disclosing party and it is reasonably practicable for the disclosing party to seek such prior consent. Notwithstanding the foregoing, the restrictions set forth in accordance with this Section 6.03 6.7 shall not apply to any public statement made or “stop look and listen” communication proposed to be made by the Company or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement or following a Change of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithRecommendation.

Public Announcements. The initial press release relating to Except as provided for in this Agreement shall be a joint press release issued by Parent and the Company. ThereafterAgreement, each of Parent and the Company shall consult with each other before issuing any press agrees that no public release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or announcement concerning the transactions contemplated hereby shall be issued by this Agreement and shall not issue any such press release or make any such other public announcement party without the prior written consent of the other party, Company and Parent (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement (a) may be required by Applicable Law applicable Law, court process or any listing agreement with or rule the rules and regulations of any applicable national securities exchange or association upon which the national securities of the Company are listedquotation system, in which case the party required to make the release or announcement shall use commercially reasonable best efforts to consult with the other party about, and extent practicable to allow the each other party reasonable time (taking into account the circumstances) to comment on, on such release or announcement in advance of such issuance, (b) it being understood that is consistent with previous releasesthe final form and content of any such release or announcement, public disclosures or public statements made jointly by to the parties or individuallyextent required, if approved by shall be at the other party or (c) relates final discretion of the disclosing party. The Company and Parent agree that the press release announcing the execution and delivery of this Agreement shall be a joint release of, and shall not be issued prior to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance approval of doubteach of, the Company and Parent. Notwithstanding the foregoing, Parent’s consent shall not be required to consult with Parent before issuing respect to, and this Section 6.9 shall not otherwise restrict, any press release or making any other public statement with respect to or in connection with an Adverse Change Recommendation Change effected made in accordance with Section 6.03 or “stop look and listen” communication or similar communication this Agreement. Notwithstanding the foregoing, without the prior consent of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubtother parties, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company (a) may communicate with customers, vendors, suppliers, financial analysts, investors and media representatives in a manner consistent with its counsel past practice regarding matters unrelated to this Agreement and the transactions contemplated hereby in compliance with applicable Law and (b) may disseminate the information included in a reasonable opportunity to review and comment on such announcements press release or communications and shall consider the Company’s comments in good faithother document previously approved for external distribution by Parent.

Public Announcements. The initial press release relating Parties agree to announce the sale and purchase of the Shares pursuant to this Agreement shall be a joint press release issued by Parent and making the Company. Thereafterpublic announcement(s) attached hereto, Parent and the Company shall consult with each other before issuing any press release or making any other public announcementsAppendix 3, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement Purchaser’s announcement of the Debt Financing; providedOffer, that Parent shall provide Appendix 2. Such announcements will be made by the Company opening of trading on NASDAQ Stockholm on the first day after the date hereof. Save for the foregoing announcement, the Seller agrees to keep this Agreement, including the terms and its counsel conditions hereof and matters dealt with herein, in strict confidence and agrees not to make or issue any statement or commentary in respect of any matter dealt with herein or related hereto. Notwithstanding the foregoing, if the Seller is required, as advised by legal counsel, to disclose this Agreement, or any terms and conditions hereof, or make any statement or commentary on any matter dealt with herein or related hereto, in response to a reasonable opportunity court order or subpoena or pursuant to review applicable laws, rules and comment on regulations (including stock exchange rules in Sweden and the United States), it shall, to the extent permitted by such announcements requirement, advise the Purchaser in writing of such requirement as soon as practicable after it is informed of it, and, if possible, before any third party or communications public disclosure, statement or commentary, and shall consider consult with the Company’s comments Purchaser as to the content and timing of any such disclosure, statement or commentary and shall take into account any reasonable requests of the Purchaser regarding the content and/or timing of such disclosure, statement or commentary. If the Seller is required, as advised by legal counsel, to make the disclosure, statement or commentary, it shall only make the disclosure, statement or commentary to the extent to which it is so required, but shall not disclose any other term or condition hereof or make or issue any statement or commentary in good faith.respect of any other matter dealt with herein or related hereto. Conditional Purchase Agreement Midroc Invest AB 5

Public Announcements. The initial press release relating to this Agreement be issued with respect to the transactions contemplated hereby shall be in a joint press release issued form and at a time agreed to by Parent Buyer and the CompanySellers’ Representative. Thereafter, Parent Buyer and the Company Sellers’ Representative shall consult with each other before issuing as to the terms of, the timing of and the manner of publication of any press release or making formal public announcement which any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to party may make primarily regarding this Agreement or the transactions contemplated by hereby. None of, the Sellers’ Representative, any Seller or Buyer shall, and they shall cause their respective Affiliates not to, and shall use commercially reasonable efforts to cause their Representatives not to, make, issue, release, file, publish, or disseminate any public release, filing, notification, announcement or other communication concerning or describing this Agreement and shall not issue any or the transactions contemplated hereby or the financial or other effects of such press release or make any such other public announcement transactions without the prior consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law applicable Law, the Securities Act, the Exchange Act, the SEC, securities exchange rules or regulation or any listing agreement Governmental Authority, and in the event such disclosure is required, a party may include such information as it customarily discloses with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required respect to make the similar transactions; provided that if a release or announcement may be required by applicable Law, the Securities Act, the Exchange Act, the SEC, securities exchange rules or regulation or any Governmental Authority, each party shall use reasonable best efforts (to consult with the other party about, extent practicable and legally permissible) allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such all public releases, filings, notifications, announcements or other communications concerning this Agreement and the transactions contemplated hereby in advance of their issuance, release, filing, dissemination or publication and shall consider the Companyother party’s comments in good faith. At any time following the issuance of the initial press release, any party hereto, and its Representatives, shall be permitted to make any public announcements regarding this Agreement and the transactions contemplated hereby without the prior written consent of any other parties, to the extent such announcements are consistent with such press release or other prior disclosures approved in accordance with this Section 6.8.

Public Announcements. The Any initial press release relating with respect to this Agreement and the transactions contemplated hereby (and any related Report on Form 8-K) shall be a joint press release issued mutually agreed upon by Parent Issuer and the CompanyPurchasers. Thereafter, Parent Issuer and the Company Purchasers shall consult with each other before issuing and provide each other with the opportunity to review and comment upon any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by hereby or this Agreement and Issuer and the Purchasers shall not, and shall cause their respective Affiliates not to, issue any such other press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatements prior to such consultation, except as such release or announcement (a) may be required by Applicable applicable Law or any listing agreement with or rule of any national securities exchange or association upon which related to the securities trading of the Company are listedCommon Stock on Nasdaq, in which case the party required proposing to make the issue such press release or make such public announcement shall use commercially reasonable best efforts to consult in good faith with the other party about, and allow provide the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on the content of the proposed disclosure, which comments such announcements or communications and party shall consider the Company’s comments in good faith, acting reasonably, before issuing any such press release or making any such public announcement; provided that no Person party hereto will issue any press release or other public statement that attributes comments to any other Person or that indicates the approval of any other Person of the contents of any such press release or statement (or portion thereof) without the prior written approval of such Person. Notwithstanding anything herein to the contrary and for greater clarity, (a) no party shall be required to obtain consent pursuant to this ‎Section 6.14 to the extent any proposed press release or other public statement is substantially equivalent to the information that has previously been made public without breach of the obligation under this ‎Section 6.14 and (b) nothing in this Section 6.14 shall prevent or restrict any Purchaser or its respective Affiliates from furnishing customary information concerning the transactions contemplated hereby and publicly available information to their current or prospective limited partners or investors in accordance with all applicable securities laws.

Public Announcements. The initial press release relating to concerning this Agreement and the transactions contemplated hereby shall be a joint press release issued to be reasonably agreed upon by Parent the Company and the CompanyParent. ThereafterFollowing such initial press release, Parent and the Company shall consult with each other before issuing any additional press release or release, making any other public announcements, statement or scheduling a or participating in any press conference, conference call, media interview or conference call meeting with investors or analysts, analysts with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedhereby and, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which association, shall not issue any such press release, make any such other public statement or schedule or participate in any such event before such consultation (and, to the securities extent applicable, shall provide copies of the Company are listedany such press release, in which case the party required statement or agreement (or any scripts for any statements to make the release or announcement shall use reasonable best efforts be made orally) to consult with the other party about, and allow shall consider in good faith the comments of the other party reasonable time party); provided that the restrictions set forth in this ‎Section 6.9 shall not apply to (taking into account the circumstancesi) to comment on, such any release or announcement public statement made or proposed to be made by the Company in advance of such issuance, compliance with ‎Section 6.3 (b) that is consistent with previous releases, public disclosures including any release or public statements statement made jointly or proposed to be made by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation a Change effected of Board Recommendation), or in accordance connection with Section 6.03 or “stop look and listen” communication or similar communication of any dispute between the type contemplated by Rule 14d-9(f) under parties regarding this Agreement, the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent Merger or the Debt Financing Sources or their respective Affiliates from making other transactions contemplated hereby, (ii) any customary announcements and communications other customary communications, including preparation and distribution of marketing materials, in connection with the arrangement of Financing or (iii) any public statements by either party with respect to this Agreement and the Debt Financing; providedtransactions contemplated hereby, that Parent shall provide the Company including their effect on either party’s business and its counsel financial projections, with a reasonable opportunity to review investors, analysts and comment Financing Sources, including on its periodic earnings calls and in any “road show”, so long as such announcements party’s comments are consistent with the information contained in the press releases or other documents or communications previously issued and shall consider agreed upon by the Company’s comments parties. Notwithstanding the foregoing sentence, without prior consultation, each party may disseminate information included in good faitha press release or other documents or communications already approved for external distribution by the other parties.

Public Announcements. The initial press release relating to this Agreement parties shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing mutually agree on any press release or making to be issued upon execution of this Agreement. Neither party shall make any other subsequent public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to announcement concerning this Agreement or the transactions contemplated by this Agreement and shall terms hereof not issue any such press release or make any such other previously made public announcement without the consent prior written approval of the other partyparty with regard to the form, which content, and precise timing of such announcement, except as may be required to be made by either party in order to comply with applicable law, regulations, court orders, or tax, securities filings, financing arrangements, acquisitions, or sublicenses. Such consent shall not be unreasonably withheldwithheld or delayed by such other party. Before any such public announcement, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required wishing to make the release or announcement shall use reasonable best efforts submit a draft of the proposed announcement to consult with the other party about, and allow the in sufficient time to enable such other party reasonable time to consider and comment thereon. In addition, Company shall not, without at least 14 days’ prior written notice to CyDex (taking into account except to the circumstances) to comment on, extent such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates a notice period would not be allowed due to an Acquisition Proposal affirmative requirement of applicable law for immediate disclosure to governmental authorities), state or Superior Proposal; providedsuggest orally or in writing to any governmental authorities, howeverphysicians or other Third Parties that Captisol (sulfobutylether ß cyclodextrin) has any safety or efficacy issues or that any Adverse Event was due to Captisol. Upon providing such notice, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing provide any press release additional notices to CyDex for any subsequent statements (oral or making any other public statement with respect written) concerning the same issue. Similarly, CyDex shall not, without at least 14 days’ prior written notice to Company (except to the extent such a notice period would not be allowed due to an affirmative requirement of applicable law for immediate disclosure to governmental authorities), state or suggest orally or in writing to any governmental authorities, physicians or other Third Parties that a Compound or Licensed Product has any safety or efficacy issues or that any Adverse Recommendation Change effected in accordance with Section 6.03 Event was due to a Compound or “stop look and listen” communication a Licensed Product. Upon providing such notice, CyDex shall not be required to provide any additional notices to Company for any subsequent statements (oral or similar communication of written) concerning the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithsame issue.

Public Announcements. The initial press Parties or their Affiliates shall, in connection with the execution and delivery of this Agreement, release relating to this Agreement shall be a the joint press release issued by Parent and in the Company. form attached hereto as Exhibit B. Thereafter, Parent the Parties and the Company shall consult with each other before issuing any press release or making any other their Affiliates may not make public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to disclosures regarding this Agreement or any of the transactions contemplated other Transaction Agreements except to the extent consistent with (a) Exhibit B, as such exhibit may be amended from time to time by the mutual written consent of Schering-Plough and Centocor, or (b) other information previously publicly disclosed in compliance herewith. Notwithstanding the foregoing, (i) each of the Parties and their Affiliates shall be entitled to make any additional disclosure required by Law, including filing this Agreement with the U.S. Securities and Exchange Commission or any other Governmental Authority, or describing this Agreement in any press release, public filing or similar public announcement or communication, in each case, if and to the extent required by applicable Law, (ii) the Centocor Parties acknowledge and agree that Schering-Plough and its Affiliates shall be entitled, without the prior consent or approval of any of the Centocor Parties, to make filings with the U.S. Securities and Exchange Commission or submissions to applicable U.S. or foreign taxing authorities after the date hereof which may include a copy of this Agreement and shall not issue any such press release some or make any such other public announcement without the consent all of the other party, which Transaction Agreements or a summary description thereof and (iii) any of the Parties or their Affiliates shall not be unreasonably withheld, conditioned entitled to issue press releases or delayed, except as such release other public announcements or announcement (a) may be required by Applicable Law public disclosures regarding the financial impact on the disclosing Party or any listing agreement with of its Affiliates of the Transactions, without the prior consent or rule approval of any national securities exchange or association upon which the securities of the Company are listedother Parties, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance any Party or Affiliate of doubt, the Company shall not be required a Party proposing to consult with Parent before issuing issue any press release or making any similar public announcement or communication pursuant to clause (i) above shall, to the extent reasonably practicable, consult in good faith with the other public statement with respect to an Adverse Recommendation Change effected Party sufficiently in accordance with Section 6.03 or “stop look and listen” communication advance of the issuance of such press release or similar public announcement or communication of to allow such Party to review the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements same; and communications in connection with the arrangement of the Debt Financing; provided, further, that Parent communications intended to communicate directly with such Party’s (or its Affiliate’s) employees, agents or customers shall provide be deemed not to be disclosures that are subject to the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments restrictions set forth in good faiththis Section 4.12.

Public Announcements. The Company and Parent agree that the initial press release relating to be issued with respect to the execution and delivery of this Agreement shall be in a joint press release issued form agreed to by Parent the Parties and that the Company. Thereafter, Parent and the Company Parties shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcement with respect to this Agreement or and the transactions contemplated by this Agreement hereby and shall not issue any such press release or make any such other public announcement without the prior consent of the other party, Party (which shall not be unreasonably withheld, conditioned delayed or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalconditioned); provided, however, that notwithstanding (i) a Party may, without the foregoing and for prior consent of the avoidance of doubtother Party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent such Party may reasonably conclude that such press release or public statement may be required by applicable Law, the applicable rules of any stock exchange or court process, (ii) in the case of press releases or public announcements by a Party with respect to a public announcement of a Takeover Proposal by any Person or a Company Adverse Recommendation Change made in accordance with this Agreement or Parent’s response thereto, the Party shall not be required to consult with Parent before issuing the other Party but shall give the other Party a true and complete copy of any such press release or public announcement prior to the issuance thereof, and (iii) in the case of press releases or other public announcements that are consistent with other communications made after the date of this Agreement in compliance with this Section 5.9, neither Party shall be required to consult with or obtain the consent of the other Party prior to the issuance thereof. Without limiting the generality of the foregoing, prior to making any other public statement with respect written broad-based communications to an Adverse Recommendation Change effected in accordance with Section 6.03 the employees or “stop look and listen” communication or similar communication independent contractors of the type Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by Rule 14d-9(fthis Agreement, the Company or Parent (as applicable) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel other Party with a copy of the intended communication, such other Party shall have a reasonable opportunity period of time to review and comment on the communication, and the Party seeking to distribute any such announcements or communications communication shall give reasonable and shall consider good faith consideration to any comments made by the Company’s comments in good faithother Party that are timely provided.

Public Announcements. The initial Except with respect to (a) a Company Adverse Recommendation Change, a Company Recommendation Change Notice, a Company Takeover Proposal, a Superior Company Proposal or any matter related to any of the foregoing,‌ (b) a Parent Adverse Recommendation Change, a Parent Recommendation Change Notice, a Parent Takeover Proposal, a Superior Parent Proposal or any matter related to any of the foregoing, (c) any dispute between or among the Parties regarding this Agreement or the transactions contemplated hereby, and (d) a press release relating or other public statement that is consistent in all material respects with previous press releases, public disclosures or public statements made by a Party in accordance with this Agreement, including in investor conference calls, SEC Filings, Q&As or other publicly disclosed documents, in each case under this clause (d), to this Agreement shall be a joint press release issued by Parent and the Company. Thereafterextent such disclosure is still accurate, Parent and the Company shall consult with each other before issuing issuing, and give each other the reasonable opportunity to review and comment upon, any press release or making any other written public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to this Agreement or the transactions contemplated by this Agreement hereby, including the Merger, and shall not issue any such press release or make any such other written public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatement prior to such consultation, except as such release or announcement Party reasonably concludes (abased upon advice of its outside legal counsel) may be required by Applicable Law applicable Law, court process or by obligations pursuant to any listing agreement with or rule of any national securities exchange or association upon which national securities quotation system. The Company and Parent agree that the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any initial press release or making any other public statement to be issued with respect to an Adverse Recommendation Change effected this Agreement or Merger shall be in accordance a form agreed to by the Parties. Nothing in this Section 6.07 shall limit the ability of any Party to make internal announcements to its respective employees that are consistent in all material respects with Section 6.03 or “stop look and listen” communication or similar communication of the type prior public disclosures regarding the transactions contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faiththis Agreement.

Public Announcements. The Any initial press release relating with respect to this Agreement and the transactions contemplated hereby shall be a joint press release issued mutually agreed upon by Parent the Company and the CompanyPurchaser. Thereafter, Parent the Company and the Company Purchaser shall consult with each other and provide each other with the opportunity to review and comment upon any press release or other public statements with respect to the transactions contemplated hereby or this Agreement and the Company and the Purchaser shall not, and shall cause their respective Affiliates not to, issue any such other press release or other public statements prior to such consultation, except as may be required by applicable Law, in which case the Party proposing to issue such press release or make such public announcement shall use commercially reasonable efforts to consult in good faith with the other Party and provide the other Party with an opportunity to review and comment on the content of the proposed disclosure, which comments such Party shall consider in good faith, acting reasonably, before issuing any such press release or making any other such public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not announcement; provided that no Party will issue any such press release or make any such other public announcement statement that attributes comments to the other Party statement (or portion thereof) without the consent prior written approval of the other partyParty. Notwithstanding the foregoing, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt: (i) the Parties may disclose the transactions contemplated hereby to the indirect and direct equity holders, partners and prospective partners or equity holders of any Party and its Affiliates provided that such recipients agree to maintain the Company shall not be information with the same confidentiality protections as the disclosing Party, (ii) the Parties may disclose the transactions contemplated hereby to Governmental Entities in connection with obtaining any approvals required to consult with Parent before issuing any press release under Section 2.1(c)(iv) and (iii) the direct or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication indirect equityholders of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or Purchaser and their respective Affiliates from making customary announcements and communications may disclose information about the subject matter of this Agreement in connection with the arrangement of the Debt Financing; providedtheir normal fund raising, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements marketing, informational or communications and shall consider the Company’s comments in good faithreporting activities.

Public Announcements. The initial press release relating to So long as this Agreement shall be a joint press release issued by Parent and the Company. Thereafteris in effect, Parent and the Company shall not issue any press release or make any public statement with respect to the Offer, the Merger or this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld or delayed) and shall consult with each other before prior to issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to this Agreement the Offer, the Merger or the other transactions contemplated by this Agreement and shall not issue provide to each other for review an advance copy of any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatement, except as such release or announcement (a) as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities requirements of the Company are listedNYSE, in which case the party required to make the release or announcement shall use its commercially reasonable best efforts to consult with the other party about, and allow the each other party reasonable time (taking into account the circumstances) to comment on, on such release or announcement in advance of such issuance, (b) that is consistent with previous releases, respect to any press release or other public disclosures or public statements made jointly statement by the parties or individually, if approved Company expressly permitted by the other party Section 5.5 or (c) relates with respect to an Acquisition Proposal any press releases or Superior Proposal; providedother public statements by the Purchaser or the Parent in response to any public announcement permitted by clause (b) hereof. Each of the parties hereto agrees that, howeverpromptly following execution of this Agreement, that notwithstanding (x) the foregoing Company and for Parent shall issue a joint press release in a form mutually agreed to by the avoidance Company and Parent announcing the execution of doubtthis Agreement and the transactions contemplated hereby, (y) the Company shall not be required to consult (i) file a current report on Form 8-K with Parent before issuing any the SEC attaching such press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” copy of this Agreement as exhibits and (ii) file a pre-commencement communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection on Schedule 14D-9 with the arrangement of SEC attaching the Debt Financing; provided, that press release and (z) Parent and the Purchaser shall provide file a pre-commencement communication on Schedule TO with the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider SEC attaching the Company’s comments in good faithpress release.

Public Announcements. (a) The initial Parties agree to issue a press release relating with respect to this Agreement as soon as practicable after its due execution. (b) No Party shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issue any press release or making make any other public announcements, statement or scheduling a press conference or conference call with investors or analysts, disclosure with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement Transaction, without the prior written consent of the other partyParties hereto; provided, which however, that, notwithstanding anything to the contrary in this Agreement or the confidentiality agreement dated May 13, 2022 among Xxxxxx, Xxxx and Quebecor (the “Confidentiality Agreement”), each Party shall be permitted to make any disclosure or filing in accordance with applicable laws, and if, in the opinion of its outside legal counsel, such disclosure or filing is required and the other Parties have not be unreasonably withheldreviewed or commented on the disclosure or filing, conditioned the Party shall use its commercially reasonable efforts to give the other Parties prior oral or delayedwritten notice and a reasonable opportunity to review or comment on the disclosure or filing. The Party making such disclosure shall give reasonable consideration to any comments made by the other Parties or their respective counsel, except as and if such release prior notice is not possible, shall give such notice immediately following the making of such disclosure or announcement filing. Notwithstanding the foregoing, a Party (ai) may be required by Applicable Law make internal announcements to employees and have discussions with its shareholders, financial analysts and other stakeholders relating to this Agreement or any listing agreement with the Transaction, and (ii) may make public announcements in the ordinary course of business that do not relate specifically to this Agreement or rule of any national securities exchange or association upon which the securities of the Company are listedTransaction, provided that, in which case the party required to make the release each case, such announcements or announcement shall use reasonable best efforts to consult discussions, as applicable, are not inconsistent with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous most recent press releases, public disclosures or public statements made jointly by the parties or individually, if that were approved by the other party Parties prior to filing or release, as applicable. (c) relates to an Acquisition Proposal or Superior Proposal; providedThe Parties acknowledge that each of Xxxx, however, that notwithstanding Rogers and Quebecor may file this Agreement (with such redactions as the foregoing Parties may jointly determine) and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment material change report relating thereto on such announcements or communications and shall consider the Company’s comments in good faithSEDAR.

Public Announcements. The initial Any press release relating to announcing the execution of this Agreement shall be a joint press release issued by mutually acceptable to each of Parent and the CompanyBuyer. Thereafter, except as may be required to comply with the requirements of any applicable Law or the rules and regulations of any stock exchange or national market system upon which the securities of Parent and are listed, including the Company shall consult filing of any Current Report on Form 8-K or other appropriate filings with each other before issuing the SEC, no Party will issue any press release or making any other public announcementsannouncement relating to the subject matter of this Agreement or the transactions contemplated hereby without the prior written consent of the Company, in the case of Parent, or scheduling Parent, in the case of Buyer. Notwithstanding the foregoing, without such prior written consent, (a) Parent shall be permitted (i) to issue a press conference release or conference call other public announcement that is consistent with (and does not otherwise include or refer to any terms or conditions that are not otherwise contained in) information included in a press release or other public announcement or disclosure previously approved pursuant to the preceding sentence, and (ii) to answer questions from analysts and investors or analysts, with respect of Parent related to this Agreement or the transactions contemplated hereby, and (b) Buyer and its Affiliates may disclose the transactions contemplated by this Agreement and shall any term hereof to its (or its or their respective sponsors’) direct or indirect, current and prospective, limited partners or other investors to the extent required by the governing documents with those limited partners or in connection with their ordinary course business operations, including private equity/fund formation, fundraising, marketing, syndication, informational or reporting activities, in each case, so long as (i) such limited partners or other investors are subject to confidentiality obligations with respect to such information, and (ii) such disclosure is consistent with (and does not issue otherwise include or refer to any such terms or conditions that are not otherwise contained in) information included in a press release or make any such other public announcement without or disclosure previously approved pursuant to the consent of the other party, which shall preceding sentence and does not be unreasonably withheld, conditioned contain any exhibits or delayed, except as such release or announcement schedules hereto (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithportion thereof).

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and Merger Sub, on the one hand, and the Company. Thereafter, Parent and on the Company other hand, shall consult with each other before issuing issuing, and provide each other the opportunity to review and comment upon, any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by this Agreement Offer, the Merger and the other Transactions, and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatement prior to such consultation, except as such release or announcement (a) may be required by Applicable applicable Law (including in connection with the making of any filings or notifications required under the HSR Act or any Foreign Antitrust Laws in connection with the transactions described in this Agreement or to respond to any requests for information or documents made by a Governmental Entity investigating the transactions described in this Agreement), court process or by obligations pursuant to any listing agreement with or rule of any national or foreign securities exchange or association upon which the securities of the Company are listedexchange, in which case case, the party required to make the such press release or announcement public statement shall use its reasonable best efforts (to consult with the other party about, and extent permitted by Law) to allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements press release or communications statement in advance of its issuance; provided that the restrictions set forth in this Section 7.06 shall not apply (i) in the event of a dispute between the parties relating to this Agreement or the Transactions and (ii) to any release, announcement or disclosure made or proposed to be made by the Company or Parent with respect to a Company Takeover Proposal, Superior Company Proposal, Intervening Event, Adverse Recommendation Change or Intervening Event Adverse Recommendation Change that does not violate Section 6.02. Notwithstanding the foregoing, to the extent a press release or public statement has been approved and made in compliance with this Section 7.06, no separate approval shall consider be required in respect of such content to the Company’s comments extent replicated in good faithwhole or in part in any subsequent press release or public statement. The parties hereto agree that the initial press release to be issued with respect to the Transactions shall be in the form heretofore agreed to by the parties hereto.

Public Announcements. The parties agree that (i) the initial press release relating to by the Seller, the initial press release by the Company, and the SEC filing on Form 8-K by the Company, each disclosing the execution and delivery of this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated hereby and the SEC filing on Form 8-K by this Agreement and shall not issue any such press release or make any such other public announcement without the consent Company disclosing the results of the Company’s annual meeting shall be in the forms attached hereto as Exhibits A-D (the “Agreed Disclosures”). Each of the parties agrees that, other partythan the Agreed Disclosures or as permitted by the immediately succeeding sentence, which shall not be unreasonably withheld, conditioned or delayed, and except as such release or announcement (a) may be required by Applicable Law law, rule, regulation or any listing agreement with or rule the requirements of any national securities self-regulatory organization or stock exchange or association upon which the securities of the Company are listed, listing requirements (in which case the party required to make the filing, disclosure, communication, release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement thereon in advance of such issuancestatement, (b) that is consistent with previous releasesrelease, public disclosures filing, disclosure, communication or public statements made jointly announcement and will consider in good faith any comments provided by such party), each of the parties or individuallyhereto will not make any public statement, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement filing, disclosure, communication, release, or announcement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look this Agreement and listen” communication or similar communication any of the type transactions contemplated by Rule 14d-9(f) under this Agreement, including the Exchange Act. For circumstances or discussions (to the avoidance extent related to the Seller’s relationship with the Company as a stockholder of doubtthe Company and not, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications for clarity, in connection with the arrangement Commercial Agreements (as defined below)) in the twelve months leading to the negotiation and execution of this Agreement (or substantially the Debt Financingsame circumstances or discussions prior thereto); provided, that Parent nothing herein shall limit or prevent a party from making any statements, press releases or other filings, disclosures, communications, releases or announcements to the extent reasonably related to such party exercising or enforcing any of its rights under this Agreement. Notwithstanding the foregoing, each of the parties shall be entitled to make public statements or disclosures that are substantially consistent with the Agreed Disclosures; provided, that Seller shall provide the Company and its counsel with a reasonable opportunity time to review and comment on such announcements the amendment to Schedule 13D of the Seller (or communications and shall consider the Company’s comments in good faithits affiliates).

Public Announcements. The initial press release relating to Until the Closing, or in the event of termination of this Agreement shall be a joint press release issued by Parent and the Company. ThereafterAgreement, Parent and the Company each party shall consult with each the other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by this Agreement Merger and shall not issue any such press release or make any such public statement without the prior consent of the other. Notwithstanding anything to the contrary in this Agreement, the Company and its Affiliates, and Xx. Xxx and his Affiliates, shall, in accordance with their respective legal obligations, including but not limited to filings permitted or required by the Securities Act and the Exchange Act, FINRA and other similar regulatory bodies, make (i) such press releases and other public announcement without statements and announcements (“Releases”) as the consent Company, Xx. Xxx or their respective Affiliates, after discussion with their respective legal counsel, deem necessary and appropriate in connection with this Agreement and the transactions contemplated hereby, and (ii) any and all statements the Company or Xx. Xxx xxxx in their respective sole judgment to be appropriate in any and all filings, reports, prospectuses and other similar documents filed with the SEC or other regulatory bodies. Each of the Company and Xx. Xxx shall use reasonable efforts to provide the other party with a copy of any Releases before any publication of same; provided that, if the content of the Release is, in the reasonable judgment of the Company or Xx. Xxx, after discussion with its or his respective legal counsel, materially similar to the content of a Release previously provided to the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of then the Company are listedor Xx. Xxx as the case may be, in which case the party required shall have no obligation to make the release or announcement shall use reasonable best efforts to consult with provide the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance with a copy of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by Release. The non-disclosing party may make comments to the parties or individually, if approved by the other disclosing party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected any such Releases provided to the non-disclosing party and the disclosing party shall take such comments into account and incorporate reasonable comments into the Releases. Notwithstanding anything in accordance with this Section 6.03 or “stop look 7.08 to the contrary, the parties have agreed upon the form of a joint press release announcing the Merger and listen” communication or similar communication the execution of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faiththis Agreement.

Public Announcements. The initial press release relating (a) Subject to this Agreement Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties or any of their respective Representatives shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issue any press release releases or making make any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcements with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement hereby without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned or delayed) of, except as prior to the Closing, the Company and Purchaser or, after the Closing, Purchaser; provided, however, that each Party may make any such release announcement or other communication (i) if such announcement (a) may be or other communication is required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listedapplicable Law, in which case (A) prior to the party required to make Closing, the release or announcement disclosing Party and its Representatives shall use reasonable best efforts to consult with the other Company, if the disclosing party aboutis any Purchaser Party, or Purchaser, if the disclosing party is the Company, to review such announcement or communication and allow the other party 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 reasonable time best efforts to consult with Purchaser and the disclosing Party shall consider such comments in good faith, (taking into account the circumstancesii) to comment onthe extent such announcements or other communications contain only information previously disclosed in a public statement, such press release or announcement other communication previously approved in advance accordance 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. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that the Sponsor and its 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, provided that the recipients of such issuance, information are subject to customary confidentiality obligations prior to the receipt of such information. (b) that is consistent with previous releases, public disclosures or public statements made jointly The initial press release concerning this Agreement and the transactions contemplated hereby shall be a joint press release in the form agreed by the parties or individuallyCompany and Purchaser 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. As promptly as practicable after the execution of this Agreement, if approved by Purchaser shall file a current report on Form 8-K (the other party or “Signing Filing”) with a description of this Agreement as required by, and in compliance with, the Securities Laws (c) relates to an Acquisition Proposal or Superior Proposal; providedprovided that, however, that notwithstanding the foregoing and for the avoidance of doubt, such description of this Agreement may alternatively be included in a separate current report on Form 8-K to be filed within four (4) Business Days after the date of execution of this Agreement), which the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of have the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications upon prior to filing and Purchaser shall consider the Company’s such comments in good faith. The Company, on the one hand, and Purchaser, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Purchaser, as applicable) 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 Closing (but in any event within four (4) Business Days after the Closing), 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 Securities Laws, including all information related to the Company and any financial statements required thereby, the Parties 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 each of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Public Announcements. The initial press release relating to this Agreement regarding the Merger shall be a joint press release issued by the Company and Parent and the Company. Thereafterthereafter, Parent and except if related to a Change of Recommendation or after a Change of Recommendation, the Company and Parent shall consult with each with, and shall obtain the prior written consent of, the other party before issuing any press release release, having any communication with the press (whether or not for attribution), making any other public announcements, statement or scheduling a any press conference or conference call with investors employees or analysts, business relationships of the Company or analysts with respect to this Agreement Agreement, any other Transaction Document or the transactions contemplated by this Agreement and shall hereby and, except to the extent not issue reasonably possible in respect of any such press release or make any such release, communication, other public announcement without the consent of the other partystatement, which shall not be unreasonably withheld, conditioned press conference or delayed, except conference call (“Communication”) as such release or announcement (a) may be required by Applicable applicable Law or any listing agreement with or rule of any national securities exchange or association upon which association, shall not issue any such press release, have any such communication, make any such other public statement or schedule any such press conference or conference call prior to such consultation or consent; provided that the securities of the Company are listed, in which case the party parties shall not be required by this Section 5.8 to make the release or announcement shall use reasonable best efforts to consult with provide any the other party about, and allow with such consultation or consent right relating to (i) any dispute between the other party reasonable time parties relating to this Agreement or (taking into account ii) any statements to the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is extent consistent with previous press releases, public disclosures or public statements made jointly by the parties Parent or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult in compliance with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with this Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act5.8. For the avoidance of doubt, nothing herein with respect to any Communication required by applicable Law or any listing agreement with or rule of any national securities exchange or association, the party required to make the Communication shall restrict Parent or afford the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with other party reasonable time, to the arrangement of the Debt Financing; providedextent possible, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments Communication and consider in good faithfaith all comments reasonably proposed by the other party.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. ThereafterAny public announcement, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, similar publicity with respect to this Agreement or the transactions contemplated by this Agreement Transactions will be issued, if at all, at such time and in such manner as Buyer determines; provided, that the content of such announcements shall not issue any such press release or make any such other public announcement without be subject to the consent prior approval of the other partyat least one Shareholder, which consent shall not be unreasonably withheld, conditioned or delayed, except as withheld or postponed; provided, further, that if any Shareholder fails to timely respond to Buyer’s request for such approval, then Buyer may proceed with issuing any such announcement, press release or announcement similar publicity to the extent Buyer in good faith believes that such issuance is required by applicable Law. Except with the prior Consent of Buyer or as permitted by this Agreement, none of Seller, Shareholders, any of their respective Affiliates or any of their respective Representatives shall disclose to any Person (a) may be required by Applicable Law the fact that any Confidential Information has been disclosed to Buyer or its Representatives, that any listing agreement with Confidential Information of Buyer has been disclosed to Seller or rule of any national securities exchange its Representatives or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releasesany information about the Transactions, public disclosures including the status of such discussions or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubtnegotiations, the Company shall not execution of any documents (including this Agreement) or any of the terms of the Transactions or the related documents (including this Agreement). Seller and Buyer will consult with each other concerning the means by which Seller’s employees, customers, suppliers and others having dealings with Seller will be informed of the Transactions, and Buyer will have the right to be present for any such communication. Notwithstanding the foregoing, either Seller or Buyer may disclose this Agreement and the Transactions in the event such party is required to consult with Parent before issuing any press release do so by law or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithregulation.

Public Announcements. The initial press release relating with respect to the Arrangement, this Agreement and the other transactions contemplated hereby shall be a joint press release issued to be reasonably agreed upon by Parent the Purchaser and the Company. Thereafter, Parent and none of the Company shall consult with each other before issuing any press release or making any other public announcementsParties shall, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, Parties (which consent shall not be unreasonably withheld, conditioned or delayed), issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to the other Party, the Arrangement, this Agreement and the other transactions contemplated hereby unless required to do so by Governmental Authorities or applicable Law. The Company shall not make any filing with any Governmental Authority with respect to the Arrangement or the transactions contemplated hereby without prior consultation with the Purchaser, and the Purchaser shall not make any filing with any Governmental Authority with respect to the Arrangement or the transactions contemplated hereby without prior consultation with the Company, provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws, and the Party making the disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity for the other Party to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing), and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing, and provided further, however, that, except as such release or announcement (a) may be otherwise required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of pursuant to this Agreement, the Company are listed, in which case shall have no obligation to obtain the party required to make the release consent of or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) Purchaser prior to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releasesany press release, public disclosures statement, disclosure or public statements made jointly filing by the parties or individually, if approved by the other party or (c) relates Company with regard to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance a Change of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithRecommendation.

Public Announcements. The initial (a) Roadrunner and Coyote shall mutually agree on the press release relating announcing the transactions contemplated by this Agreement. (b) Roadrunner shall obtain the approval of Coyote (such approval not to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other unreasonably withheld or delayed) before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to the Transactions, this Agreement or the transactions contemplated hereby (other than any press release or public statement consistent in all material respects with a prior press release or public statement approved by this Agreement Coyote) and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatement prior to such approval, except (y) as such release or announcement (a) may be required by Applicable Law applicable Law, court process or by obligations pursuant to any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, (z) in which case the party required connection with or relating to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement a Change in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or Recommendation. (c) relates Each Coyote Entity shall obtain the approval of Roadrunner (such approval not to an Acquisition Proposal be unreasonably withheld or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent delayed) before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubtTransactions, nothing herein shall restrict Parent this Agreement or the Debt Financing Sources transactions contemplated hereby and shall not issue any such press release or their respective Affiliates from making customary announcements make any such public statement prior to such approval, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange. Notwithstanding anything to the contrary herein, any equityholder of a Seller (or Affiliate thereof) that is an investment fund or pooled investment vehicle may disclose general information about the subject matter of this Agreement and communications the transactions contemplated hereby, and on a confidential basis, financial return and other financial performance information in connection with the arrangement of the Debt Financing; providedfundraising, that Parent shall provide the Company and marketing, or informational or reporting activities to its counsel with a reasonable opportunity to review and comment on such announcements direct or communications and shall consider the Company’s comments in good faithindirect current or potential investors.

Public Announcements. The initial Seller and the Purchaser agree that each shall be permitted to issue a press release relating with respect to the execution and delivery of this Agreement and the transactions contemplated hereby, which press release shall be a joint substantially in the form of the press release issued by Parent and attached as Exhibit Q. Except for the Company. Thereafterpress release referred to in the foregoing sentence, Parent and neither the Company Seller nor the Purchaser shall consult with each other before issuing issue any press release or making make any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcement with respect to this Agreement or and the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement hereby without obtaining the prior written consent of the other party, which shall not be unreasonably withheld, conditioned or delayedParty, except as such release or announcement (a) may be required by Applicable Law or any listing agreement stock exchange rules and regulations upon the advice of counsel and only if the disclosing Party (x) provides the non-disclosing Party with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required an opportunity to make first review the release or announcement shall use reasonable best efforts to consult other public announcement, (y) consults with the other party aboutnon-disclosing Party (whether such Party is named in such publicity, and news release or public announcement or not) at a reasonable time prior to its release to allow the other party reasonable time (taking into account the circumstances) non-disclosing Party to comment on, thereon (provided that the foregoing shall not prevent the disclosing Party from proceeding with such release or other public announcement in advance by any applicable deadline required under applicable Law or stock exchange rules or regulations if the non-disclosing Party fails to timely respond to such requests) and (z) after its release, shall provide the non-disclosing Party with a copy thereto. If a Party, based on the advice of its counsel, determines that this Agreement or exhibits thereto must be filed with the United States Securities and Exchange Commission (“SEC”), then such issuanceParty, (b) that is consistent prior to making any such filing, shall provide the other Parties and their counsel with previous releasesa redacted version of this Agreement which it intends to file, public disclosures and will give due consideration to any comments provided by such other Parties or public statements made jointly their counsel and use commercially reasonable efforts to ensure the confidential treatment by the parties SEC of those sections specified by such other Parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposaltheir counsel; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall Party filing this Agreement or its exhibits will not be required to consult with Parent before issuing seek confidential treatment of any press release information that it determines it is required to publicly disclose based on advice of counsel. Following the Closing, the Purchaser shall be entitled to make such public announcements as it deems appropriate related to the Products; provided however that except as otherwise provided above, without the Seller’s prior written consent, no such announcement shall contain any reference to the Agreement or making any other public statement the terms set forth therein or the Seller or actions taken with respect to an Adverse Recommendation Change effected the Products prior to the Closing Date other than references consistent with those previously approved by the Seller in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithwriting.

Public Announcements. The initial press release relating (a) Neither Party shall make, or cause to this Agreement shall be a joint press release issued by Parent and the Company. Thereaftermade, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, announcement in respect of the Program or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by hereby, or otherwise communicate with any news media regarding the Program or this Agreement Agreement, without the prior consent of the other Party. The Parties shall mutually agree on the timing and shall not issue contents of any such press release or make public announcement. Prior to issuing any press releases or making any public announcements concerning this Agreement or the transactions specified herein, the Parties shall consult and mutually agree as to the substance and timing of such releases and announcements; provided, however, nothing in this Agreement shall prohibit marketing efforts by Gap or Barclays in the ordinary course. (b) Notwithstanding Section 13.7(a): (i) each Party and its Affiliates may name the other public announcement Party as a partner and describe the Program without the consent disclosing any of the other partyParty’s Confidential Information, which (ii) a Party shall not be unreasonably withheld, conditioned or delayed, except required to obtain consent from the other Party with regard to (A) press releases and other announcements as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule the applicable rules and regulations of any national securities stock exchange or association upon which the securities (subject to requests of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, Governmental Authorities) and allow the other party reasonable time (taking into account the circumstancesB) to comment on, such release or announcement in advance publications prepared solely by and for employees of such issuanceParty, or its respective Affiliates, solely for distribution among employees of such Party and its respective Affiliates; and (bii) that is consistent with previous releasesif the Parties consult regarding a response to a press inquiry received by either Party, public disclosures or public statements made jointly by but are not able to agree upon such response, Gap may respond if the parties or individually, if approved by the other party or (c) inquiry relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding Gap’s business other than participation in the foregoing Program and for Barclays may respond if the avoidance of doubt, the Company shall not be required inquiry relates to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt FinancingBarclays’ business; provided, that Parent in either case the Party responding shall provide do so in its reasonable discretion after due consideration to concerns raised by the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithother Party.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall (and shall cause their respective Subsidiaries to) consult with each other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement statement without the prior consent of the other party, (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as such release or announcement (a) as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon NASDAQ to which the securities of the Company are listedis a party, in which case the party required to make the release or announcement shall use its commercially reasonable best efforts to consult with the other party about, and allow the each other party reasonable time (taking into account the circumstances) to comment on, on such release or announcement in advance of such issuance, or (b) that is consistent with previous releases, public disclosures or public statements made jointly respect to any announcement by the Company permitted by, and in furtherance of the Company’s rights under and in accordance with, Section 5.4. Each of the parties or individuallyhereto agrees that, if approved by the other party or promptly following execution of this Agreement, (ci) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required issue a press release in a form mutually agreed to by the Company and Parent announcing the execution of this Agreement and the transactions contemplated hereby, and (ii) the Company shall (A) file a current report with the SEC on Form 8-K attaching such press release and copy of this Agreement as exhibits and (B) file a pre-commencement communication on Schedule 14D-9 attaching the press release. Thereafter, the parties hereto agree to consult promptly with Parent before each other prior to issuing any press release or otherwise making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 the Offer, the Restructuring Transactions, the Merger or “stop look and listen” communication or similar communication of the type other transactions contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance this Agreement, agree to provide to each other for review a copy of doubtany such press release or statement, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithnot issue any such press release or make any such public statement prior to such consultation and review, unless required by applicable Law.

Public Announcements. The initial press release relating with respect to this Agreement and the transactions contemplated hereby shall be a joint press release issued mutually agreed to by Parent and the Companyparties. ThereafterExcept in accordance with ‎Section 6.04 or in connection with any dispute between the parties regarding this Agreement, the Merger or the other transactions contemplated hereby, Parent and the Company shall consult with each other before issuing any other press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcement with respect to this Agreement or the transactions contemplated by hereby (other than any press release, communication, public statement, press conference or conference call which has a bona fide purpose that does not relate to this Agreement or the transactions contemplated hereby and in which no information of or regarding this Agreement and the transactions contemplated hereby are mentioned that has not previously been disclosed to the public in accordance with this Section 8.03) and shall not issue any such press release or make any such other public announcement without statement or schedule any such press conference or conference call before such consultation except to the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be extent required to do so by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed(including, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, any filings with the Company SEC or as required by the rules of the NYSE); provided that, to the extent reasonably practicable and permitted by Applicable Law, such disclosing party will notify the other parties at least twenty four (24) hours before making any such disclosure and shall not consider in good faith any comments made by the other parties to prevent or restrict disclosure, or on the content of the disclosure; provided, further, that no provision of this Agreement shall be required deemed to consult restrict in any manner the Company’s ability to communicate with Parent before issuing its or its Subsidiaries’ employees. Notwithstanding the foregoing, after the issuance of any press release or the making of any other public statement with respect to an Adverse Recommendation Change effected which the foregoing consultation procedures have been followed, either party may issue such additional publications or press releases and make such other customary announcements without consulting with any other party hereto so long as such additional publications, press releases and announcements contain substantially similar information as the disclosure included in accordance the press release or public statement with Section 6.03 respect to which the other party had been consulted. Notwithstanding the foregoing, nothing in this Agreement shall restrict the ability of Parent to communicate with its Affiliates or “stop look and listen” communication Parent or any of its Affiliates that are private equity funds or similar communication investment funds, or any manager or general partner of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubtsuch fund, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates Ocean Network Express, from making customary announcements disclosures on a confidential basis to current equity holders, members and communications managers of Parent or its Affiliates, in connection each case, who are subject to customary confidentiality restrictions with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity respect to review and comment on such announcements or communications and shall consider the Company’s comments in good faithnon-public information.

Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issuing, and provide each other the opportunity to review and comment upon, any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement Agreement, the Merger or the transactions contemplated by this Agreement Offer, and shall not issue any such press release or make any such other public announcement statement without the prior consent of the other party, (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as such release or announcement (a) may be required by Applicable Law Law, court process or any listing agreement with or rule rules of Nasdaq, the London Stock Exchange or other stock exchange on which securities of Parent or the Company is listed; provided, that the Company may make any factually accurate public statement in accordance with the applicable provisions of Section 6.4(c); and provided further, that Parent and Acquisition Sub may make public statements regarding any Competing Proposal that has been made public or in response to public statements of any national securities exchange person recommending or association upon which the securities encouraging stockholders of the Company are not to tender their shares of Common Stock into the Offer, after consulting with the Company and considering in good faith any comments provided by the Company with respect to such public statements to the extent permitted by Law, court process or any listing agreement with or rules of Nasdaq or other stock exchange on which securities of Parent is listed. With respect to any such public statements to be delivered orally by or on behalf of Parent or the Company, in which case including by conference call or webcast, this Section 6.8 shall be deemed satisfied if, to the extent practicable, the disclosing party required gives advance notice of such disclosure to make the release other party, including copies of any talking points, scripts or announcement shall use reasonable best efforts to consult similar documents, and consults with the other party aboutand considers in good faith any comments provided by such other party with respect thereto; provided, and allow further that the prior agreement of the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected such disclosures to the extent that the non-disclosing party reasonably determines that any disclosure would be materially adverse to the non-disclosing party and it is reasonably practicable for the disclosing party to seek such prior consent. Notwithstanding the foregoing, the restrictions set forth in accordance with this Section 6.03 6.8 shall not apply to any public statement made or “stop look and listen” communication proposed to be made by the Company or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement or following a Company Change of the Debt Financing; provided, that Recommendation or Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithChange of Recommendation.

Public Announcements. The initial press release relating a. Neither Party may disclose to any third party the terms and conditions of this Agreement without the other Party's prior written consent, except: (i) as required by any court or governmental body in connection with any litigation or administrative proceeding or as to disclosures required by law or the rules of the principal stock exchange on which a Party’s or its parent company’s stock is traded; (ii) under appropriate conditions of confidentiality, to subcontractors, accountants, legal counsel, banks, existing or potential investors or other financing sources and their advisors; or (iii) under appropriate conditions of confidentiality, in connection with a merger or acquisition or proposed merger or acquisition, or the like. Notwithstanding the foregoing, the disclosing Party shall be a joint press release issued by Parent and notify the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or Party prior to making any disclosure of (a) any detailed terms of this Agreement (other than information about the existence or general scope of this Agreement) or (b) any copies of this Agreement without redacting, at a minimum, all economic terms, except as such redaction may be limited by law or the rules of the principal stock exchange on which a Party’s or its parent company’s stock is traded. b. All press releases or other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect announcements by either Party relating to this Agreement or the transactions contemplated subject matter hereof shall be approved in writing in advance by each Party, such approval not to be unreasonably withheld or delayed; provided that this shall not restrict a Party’s obligation to comply with applicable legal disclosure obligations. Altair agrees that disclosure of the economic terms of this Agreement and shall the License Agreement is not issue any such press release or make any such other public announcement without the consent of the other party, which material and shall not be unreasonably withheldspecifically disclosed in any reports filed with the Securities and Exchange Commission, conditioned or delayedNASDAQ, except as such release or announcement (a) may be required by Applicable Law their Canadian counterparts or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required similar reporting agency. Accepted and agreed to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved Parties as evidenced by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing their duly authorized representatives’ below signatures. By and for the avoidance on behalf of doubt, the its below owning Members Signed: /s/ Txxxx Xxxxxxxx The Sxxxxxx-Xxxxxxxx Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look Printed Name: Txxxx Xxxxxxxx Signed: /s/ Txx Xxxxx Title: President and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements CEO Printed Name: Txx Xxxxx Title: Managing Member Signed: /s/ Mxx X. Xxxxx Signed: /s/ Txxxx X. Xxxxxxxx Printed Name: Mxx X. Xxxxx Printed Name: Txxxx X. Xxxxxxxx Title: Vice President – Global Innovation Title: Managing Member Signed: /s/ Txxxx X. Xxxxxxxx Printed Name: Txxxx X. Xxxxxxxx Title: President and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faith.CEO

Public Announcements. The initial press release relating (a) Subject to this Agreement Section 4.4(b), Section 4.7 and Section 4.8, none of the Parties or any of their respective Representatives shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issue any press release releases or making make any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcements with respect to this Agreement or the transactions contemplated by this Agreement hereby without the prior written consent of, prior to the Closing, the Company and shall not Pathfinder or, following the Closing, the Company and the Sponsor; provided, however, that each Party, the Sponsor or any of their respective Representatives may issue or make, as applicable any such press release or make any such other release, public announcement without the consent of the or other partycommunication (i) if such press release, which shall not be unreasonably withheld, conditioned public announcement or delayed, except as such release or announcement (a) may be other communication is required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listedapplicable Law, in which case (A) prior to the party required to make Closing, the release or announcement disclosing Person shall use reasonable best efforts to consult with the other party aboutCompany, if the disclosing Person is a Pathfinder Party, the Sponsor or any of their respective Representatives, or Pathfinder, if the disclosing Person is the Company or any of their respective Representatives to review such announcement or communication and allow provide such person with the other party reasonable time (taking into account the circumstances) opportunity to comment onthereon and the disclosing Party shall consider such comments in good faith, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (cB) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding following the foregoing and for the avoidance of doubtClosing, the Company disclosing Person shall not be required use reasonable best efforts to consult with Parent before issuing the Company, if the disclosing Person is the Sponsor or any of its Representatives, or the Sponsor, if the disclosing party is the Company or any of its Representatives, and provide such Person with the opportunity to comment thereon and the disclosing Person shall consider such comments in good faith, (ii) to the extent any such press release, public announcement or other communication contain only information previously disclosed in a public statement, press release or making any other public statement with respect to an Adverse Recommendation Change effected communication previously approved in accordance with this Section 6.03 4.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 4.4 or otherwise in this Agreement, the Parties agree that (A) Silver Lake and its Representatives may provide general information about the subject matter of this Agreement and the Debt Financing; providedtransactions 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, and (B) the Sponsor and its 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, provided that Parent in each of clauses (ii)(A) and (ii)(B) above the recipients of such information are subject to confidentiality obligations with respect to such information prior to the receipt thereof. (b) The initial press release concerning this Agreement and the transactions contemplated hereby shall provide be a joint press release in the form agreed by the Company and its counsel Pathfinder 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 (or, if the date of execution of this Agreement is a not a Business Day, on the first (1st) Business Day following execution of this Agreement). Promptly after the execution of this Agreement, Pathfinder shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a reasonable description of this Agreement as required by, and in compliance with, the Securities Laws, which the Company shall have the opportunity to review and comment on such announcements or communications upon prior to filing and Pathfinder shall consider the Company’s such comments in good faith. The Company, on the one hand, and Pathfinder, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Pathfinder, as applicable) 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 Pathfinder and the Company prior to the Closing), the Parties shall cause the Closing Press Release to be released. Promptly following the Closing (but in any event within four (4) Business Days following the Closing), Pathfinder 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 Securities Laws, which Closing Filing shall be mutually agreed upon by the Company and Pathfinder prior to the Closing (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Pathfinder, as applicable). In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders (or, in the case of the Company, Parent Equityholders), and such other matters as may be reasonably necessary for such press release or filing.