Common use of Public Disclosure; Confidentiality Clause in Contracts

Public Disclosure; Confidentiality. (a) The Securityholder understands that it may be the recipient of confidential information of the Company (“Confidential Information”) during the term of this Agreement and that such information may contain or constitute material non-public information concerning the Company. The Securityholder acknowledges that trading in the securities of any party to this Agreement while in possession of material nonpublic information or communicating that information to any other Person who trades in such securities could subject the applicable party to liability under the U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The Securityholder agrees that it and its Affiliates will not disclose Confidential Information in its possession, nor will it trade in the securities of the Company while in possession of material nonpublic information or at all until the Securityholder and its Affiliates can do so in compliance with all applicable laws and without breach of this Agreement. (b) If the Securityholder is required to disclose any Confidential Information by legal process, the Securityholder shall: (a) take reasonable steps to preserve the privileged nature and confidentiality of the Confidential Information, including requesting that the Confidential Information not be disclosed to non-parties or the public; (b) give the Company prompt prior written notice of such request or requirement so that the Company may seek an appropriate protective order or other remedy; and (c) cooperate with the Company (at the Company’s expense) to obtain such protective order. In the event that such protective order or other remedy is not obtained, the Securityholder (or such other Persons to whom such request is directed) will furnish only that portion of the Confidential Information which, on the advice of the Securityholder’s counsel, is legally required to be disclosed and, upon the Company’s request, use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.

Public Disclosure; Confidentiality. (a) The Any public announcement, press release or similar publicity with respect to this Agreement or the transactions contemplated hereby will be issued, if at all, at such time and in such manner as Buyer determines; provided, that, if such announcement is not required by applicable Law, the content of such announcements shall be subject to the prior approval of the Securityholder understands Representative, which consent shall not be unreasonably delayed, withheld or postponed; and provided, further, that if such announcement is required by Law, Buyer shall use commercially reasonable efforts to provide, to the extent practicable and legally permitted, the Securityholder Representative a reasonable opportunity to review and comment on the content of such announcements in advance (it may be being understood that the recipient Securityholder Representative shall not have any right to prevent Buyer from making such announcements). None of (i) the Group Companies, the Securityholder Representative or Securityholders or any of their respective Affiliates or any of their respective Representatives shall (except with the prior written consent of Buyer or as permitted by this Agreement) and (ii) Buyer or any of its Affiliates or Representative shall (except with the prior written consent of Securityholder Representative or as permitted by this Agreement) disclose to any Person: (A) the fact that any confidential information of the Company Group Companies has been disclosed to Buyer or its Representatives, or that any confidential information of Buyer has been disclosed to the Group Companies or the Securityholders or (“Confidential Information”B) during any information about the term transactions contemplated hereby, including the status of such discussions or negotiations, the execution of any documents (including this Agreement) or any of the terms of the transactions contemplated hereby or the related documents (including this Agreement); provided that the foregoing obligation of the Group Companies, the Securityholder Representative, the Securityholders or Buyer (or any of their respective Affiliates or Representatives) shall not prohibit disclosure of any such information (1) if required by applicable Law; (2) as required in order to fulfill such party’s obligations under this Agreement; (3) to a financial, legal or accounting advisor for the purpose of advising in connection with the transactions contemplated by this Agreement and the other Transaction Documents (provided, that such advisor is made aware of and directed to comply with the provisions of this Section 6.4(a)), (4) to the extent that the information may contain has been made public by, or constitute material non-public information concerning with the Company. The prior consent of, Buyer (with respect to disclosures by the Group Companies, the Securityholder acknowledges that trading Representative, the Securityholders or their respective Affiliates or Representatives) or the Securityholder Representative (with respect to disclosures by Buyer or its Affiliates or Representatives) or (5) in the securities of connection with any party Proceeding with respect to this Agreement while in possession of material nonpublic information or communicating that information to any other Transaction Documents; and provided, further, that in the event any of the Group Companies, the Securityholder Representative, the Securityholders or Buyer is required by Law to disclose any such information, such Person who trades shall promptly notify Buyer (with respect to disclosures by the Group Companies, the Securityholder Representative or the Securityholders) or the Securityholder Representative (with respect to disclosures by Buyer) in such securities could subject writing to the applicable party to liability under extent permitted by Law, which notification shall include the U.S. federal nature of the legal requirement and state securities lawsthe extent of the required disclosure, and such Person shall reasonably cooperate with Buyer or the rules and regulations promulgated thereunder, including Section 10(b) of the Securities Exchange Act of 1934Securityholder Representative, as amended, and Rule 10b-5 promulgated thereunder. The Securityholder agrees that it and its Affiliates will not disclose Confidential Information in its possession, nor will it trade in applicable (at such Person’s expense) to preserve the securities confidentiality of the Company while in possession of material nonpublic such information or at all until the Securityholder and its Affiliates can do so in compliance consistent with all applicable laws and without breach of this AgreementLaw. (b) If the Securityholder is required to disclose any Confidential Information by legal process, the Securityholder shall: (a) take reasonable steps to preserve the privileged nature and confidentiality The terms of the Confidential InformationConfidentiality Agreement are hereby incorporated herein by reference and shall continue in full force and effect until the Closing, including requesting that at which time the Confidential Information not be disclosed Confidentiality Agreement shall terminate. If this Agreement is terminated prior to non-parties or the public; (b) give Closing, then the Company prompt prior written notice of such request or requirement so that the Company may seek an appropriate protective order or other remedy; Confidentiality Agreement shall continue in full force and (c) cooperate effect in accordance with the Company (at the Company’s expense) to obtain such protective order. In the event that such protective order or other remedy is not obtained, the Securityholder (or such other Persons to whom such request is directed) will furnish only that portion of the Confidential Information which, on the advice of the Securityholder’s counsel, is legally required to be disclosed and, upon the Company’s request, use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such informationterms.

Public Disclosure; Confidentiality. (a) The Securityholder understands that it Notwithstanding anything to the contrary contained in this Agreement, except as may be required to comply with the recipient requirements of confidential information any applicable Law or the rules of any securities exchange, from and after the Company (“Confidential Information”) during date hereof, no party hereto shall make any press release or similar public announcement or communication relating to this Agreement unless specifically approved in advance by each of Buyer and Seller, which approval shall not be unreasonably withheld, conditioned or delayed; provided that, notwithstanding the term foregoing, the parties acknowledge that Seller or Buyer or their respective Affiliates may be required to disclose the material terms of this Agreement or the Ancillary Agreements in, and file a copy thereof as an attachment to, a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission, and nothing in this Section 5.4 shall prohibit or require prior approval for such disclosure or any other disclosure regarding the transactions contemplated by this Agreement or any Ancillary Agreements in regularly scheduled earnings announcements, investor presentations or as otherwise required to comply with applicable periodic reporting requirements; provided further that both Seller and its Affiliates, on the one hand, and Buyer and its Affiliates, on the other hand, shall afford the other party a reasonable opportunity to review and comment on any such information may contain proposed disclosure before it is filed or constitute material nonotherwise made (other than substantially similar disclosure that is subsequently made by such party, in which case the other party’s consent or review and comment shall not be required), and Seller (or its Affiliate) or Buyer (or its Affiliate), as applicable, shall seek confidential treatment for any portion of such Form 8-K or any exhibits thereto that are reasonably requested by the other party. Notwithstanding anything to the contrary in this Agreement, at no time after the date hereof shall Seller or Buyer or their respective Affiliates make any public information statement concerning the Company. The Securityholder acknowledges that trading in the securities of any party to this Agreement while in possession of material nonpublic information Business or communicating that information to any other Person who trades in such securities could subject the applicable party to liability under the U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, including Section 10(bSeller’s (or its Affiliates’) operation or Buyer’s (or its Affiliates’) operation of the Securities Exchange Act of 1934, Business that is disparaging toward the Business or Seller or Buyer or their respective Affiliates (other than such statements as amended, have been mutually agreed by Buyer and Rule 10b-5 promulgated thereunder. The Securityholder agrees that it and its Affiliates will not disclose Confidential Information in its possession, nor will it trade in the securities of the Company while in possession of material nonpublic information or at all until the Securityholder and its Affiliates can do so in compliance with all applicable laws and without breach of this AgreementSeller prior to being made). (b) If Subject to Section 5.4(a), the Securityholder terms of this Agreement and the Ancillary Agreements and the negotiations relating thereto and all documents and information obtained by a party from another party in connection with or as part of the transactions contemplated hereby shall be considered “Information” subject to the Confidentiality Agreement. (c) For a period of three (3) years after the Closing, Seller shall maintain as confidential and shall not use or disclose (except as required by Law or as authorized in writing by Buyer) any Confidential Information that was known by, acquired by, or disclosed to Seller prior to the Closing, by using the same degree of care that was used to protect the same information before the date of this Agreement, except that the foregoing obligation will not apply to any information which (a) was, is now, or becomes generally available to the public or the industry (other than by a breach of this Section 5.4), (b) was disclosed to Seller or any of its Affiliates by a third party not known by Seller to be subject to any duty of confidentiality with respect to such information, (c) was or is now used by Seller in connection with Seller’s other businesses, (d) is independently developed following the Closing by Seller or its employees without the use of or reference to any such Confidential Information, (e) is pre-Closing financial information that is included within the financial statements of a Seller or its Affiliates, (f) is reasonably required in connection with the defense of litigation or claims and is not subject to a protective order or confidential treatment, (g) is permitted to be used in connection with performing any obligations under or as permitted by any of the Ancillary Agreements, (h) is general knowledge, skills and experience in the unaided memories of the employees and agents of Seller and its Affiliates or (i) relates to the Excluded Assets or the Excluded Liabilities and not the Purchased Assets and Assumed Liabilities. Seller further agrees to, and will direct its Affiliates to, take reasonable and appropriate steps to safeguard such Confidential Information and to protect it against disclosure, misuse, loss and theft by using the same degree of care that was used to protect the same information before the date of this Agreement. In the event Seller or any of its Representatives is required by Law to disclose any Confidential Information by Information, Seller shall promptly notify Buyer in writing, which notification shall include the nature of the legal processrequirement and the extent of the required disclosure, the Securityholder shall: (a) take and shall reasonably cooperate, at Buyer’s reasonable steps expense, with Buyer to preserve the privileged nature and confidentiality of such information consistent with applicable law. (d) This Section 5.4 shall survive the Confidential Information, including requesting that termination of this Agreement and the Confidential Information not be disclosed to non-parties or the public; (b) give the Company prompt prior written notice of such request or requirement so that the Company may seek an appropriate protective order or other remedy; and (c) cooperate with the Company (at the Company’s expense) to obtain such protective order. In the event that such protective order or other remedy is not obtained, the Securityholder (or such other Persons to whom such request is directed) will furnish only that portion consummation of the Confidential Information which, on the advice of the Securityholder’s counsel, is legally required to be disclosed and, upon the Company’s request, use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such informationClosing.

Public Disclosure; Confidentiality. (a) The Securityholder Cerecor understands that it may be the recipient of confidential information of the Company (“Confidential Information”) during the term of this Agreement and that such information may contain or constitute material non-public information concerning the Company. The Securityholder Cerecor acknowledges that trading in the securities of any party to this Agreement while in possession of material nonpublic information or communicating that information to any other Person who trades in such securities could subject the applicable party to liability under the U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The Securityholder Cerecor agrees that it and its Affiliates will not disclose Confidential Information in its possession, nor will it trade in the securities of the Company while in possession of material nonpublic information or at all until the Securityholder Cerecor and its Affiliates can do so in compliance with all applicable laws and without breach of this Agreement. (b) If the Securityholder Cerecor is required to disclose any Confidential Information by legal process, the Securityholder Cerecor shall: (a) take reasonable steps to preserve the privileged nature and confidentiality of the Confidential Information, including requesting that the Confidential Information not be disclosed to non-parties or the public; (b) give the Company prompt prior written notice of such request or requirement so that the Company may seek an appropriate protective order or other remedy; and (c) cooperate with the Company (at the Company’s expense) to obtain such protective order. In the event that such protective order or other remedy is not obtained, the Securityholder Cerecor (or such other Persons to whom such request is directed) will furnish only that portion of the Confidential Information which, on the advice of the SecurityholderCerecor’s counsel, is legally required to be disclosed and, upon the Company’s request, use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.

Public Disclosure; Confidentiality. (a) The Securityholder understands that it Notwithstanding anything to the contrary contained herein, except as may be required to comply with the recipient of confidential information of the Company (“Confidential Information”) during the term of this Agreement and that such information may contain or constitute material non-public information concerning the Company. The Securityholder acknowledges that trading in the securities requirements of any party to this Agreement while in possession of material nonpublic information or communicating that information to any other Person who trades in such securities could subject the applicable party to liability under the U.S. federal and state securities laws, Law and the rules and regulations promulgated thereunder, including Section 10(b) of the Securities Exchange Act Commission or the NYSE Amex, and except for ordinary course notices or communications to limited partners, Investors or any Affiliate of 1934the Purchaser or any Purchaser Affiliate, neither CEI, CQP nor the Purchaser shall, and CEI, CQP and the Purchaser will cause their respective Affiliates and Representatives not to, from and after the date hereof, issue any press release or other public communication in respect of this Agreement or otherwise disclose the identity of, or any other information concerning, the other parties without (i) the prior written approval of the other parties (which approval shall not be unreasonably withheld, conditioned or delayed by any party) and (ii) providing CEI, CQP or the Purchaser, as amendedapplicable, a reasonable opportunity to review and Rule 10b-5 promulgated thereunder. The Securityholder agrees comment on such disclosure (with such comments being incorporated or reflected, to the extent reasonable, in any such disclosure); provided, however, that it the Purchaser Affiliates shall be entitled to disclose such information to any investor or prospective investor in Purchaser Affiliate that is subject to an obligation of confidentiality with respect to such information with respect to marketing activities; provided, further, that nothing in this Section 6.04(a) shall delay any required filing or other disclosure with the NYSE Amex or any Governmental Authority or otherwise hinder the CQP Entities', the Purchaser's or their respective Affiliates' or Representatives' ability to timely comply with all Laws or rules and its Affiliates will not disclose Confidential Information in its possession, nor will it trade in the securities regulations of the Company while in possession of material nonpublic information NYSE Amex or at all until the Securityholder and its Affiliates can do so in compliance with all applicable laws and without breach of this Agreementany Governmental Authority. (b) If Purchaser agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than to monitor its potential investment in CQP, any CQP Confidential Information obtained from the Securityholder CQP Entities pursuant to the terms of this Agreement; provided, however, that the Purchaser may disclose the CQP Confidential Information (i) to its Representatives specified in clause (i) of the definition thereof who have a need to know such information in connection with the Purchaser's investment in CQP (subject to each such authorized recipient of such confidential information agreeing to keep such information confidential and provided that the Purchaser shall be liable for any breach of confidentiality by any such recipient); (ii) to any limited partner, investor or prospective investor of the Purchaser in connection with marketing activities by the Purchaser (subject to each such authorized recipient of such confidential information agreeing to keep such information confidential and provided that the Purchaser shall be liable for any breach of confidentiality by any such recipient); (iii) in its periodic reports required under the Exchange Act or any registration statement or prospectus under the Securities Act to the extent, and only to the extent: (A) the Purchaser is advised by legal counsel that such disclosure is required to disclose comply with the Securities Act or the Exchange Act and the rules and regulations of the SEC promulgated thereunder, (B) the Purchaser takes reasonable steps to minimize the extent of any such required disclosure, and (C) the Purchaser advises CQP of any such proposed disclosure prior to its filing and consults with CQP as to the nature and extent of such disclosure; and (iv) as may otherwise be (A) required by Law or (B) in connection with any claims or actions relating to the Purchaser or its Affiliates or Representatives, to the extent required by subpoena or court of competent jurisdiction or by a governmental or administrative body, provided that (x) the Purchaser is advised by legal counsel that such disclosure is required, (y) the Purchaser takes reasonable steps to minimize the extent of any such required disclosure, and (z) to the extent permitted by applicable Law, the Purchaser advises CQP of any such disclosure prior to its release (including the nature and extent of such disclosure) and affords CQP the reasonable opportunity to limit such disclosure. (c) CEI agrees that it will (and it will cause its Affiliates to) keep confidential and will not disclose, divulge or use for any purpose any Purchaser Confidential Information obtained from the Purchaser or its Affiliates pursuant to the terms of this Agreement; provided, however, that CEI or its Affiliates may disclose such information (i) to their respective Representatives who have a need to know such information in connection with the Transactions (subject to each such authorized recipient of such confidential information agreeing to keep such information confidential and provided that CEI shall be liable for any breach of confidentiality by any such recipient); (ii) in periodic reports required under the Exchange Act or any registration statement or prospectus under the Securities Act to the extent, and only to the extent: (A) CEI is advised by legal processcounsel that such disclosure is required to comply with the Securities Act or the Exchange Act and the rules and regulations of the SEC promulgated thereunder, (B) CEI takes reasonable steps to minimize the extent of any such required disclosure, and (C) CEI advises the Purchaser of any such proposed disclosure prior to its filing and consults with the Purchaser as to the nature and extent of such disclosure; and (iv) as may otherwise be (A) required by Law or (B) in connection with any claims or actions relating to CEI or its Affiliates or Representatives, to the extent required by subpoena or court of competent jurisdiction or by a governmental or administrative body; provided that (x) CEI is advised by legal counsel that such disclosure is required, (y) CEI takes reasonable steps to minimize the extent of any such required disclosure, and (z) to the extent permitted by applicable Law, CEI advises the Purchaser of any such disclosure prior to its release (including the nature and extent of such disclosure) and affords the Purchaser the reasonable opportunity to limit such disclosure. Section 6.05 CTPL Transaction, CEI Unit Purchase Agreement and CEI Subscription Agreement CEI and CQP shall use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable efforts to consummate the CTPL Transaction and the transactions contemplated by the CEI Unit Purchase Agreement and the CEI Subscription Agreement prior to or simultaneously with the Initial Funding in accordance with the terms of the CTPL Purchase Agreement, the Securityholder shall: CEI Unit Purchase Agreement and the CEI Subscription Agreement, which agreements shall not be materially amended or modified after the date hereof without the prior written consent of the Purchaser. Each of CEI and CQP shall promptly enforce its rights under the CTPL Purchase Agreement, the CEI Unit Purchase Agreement and the CEI Subscription Agreement, and neither CEI nor CQP shall or shall permit any of their respective Subsidiaries to (x) waive any of its rights or any of the conditions precedent under the CTPL Purchase Agreement, the CEI Unit Purchase Agreement or the CEI Subscription Agreement without the prior written consent of the Purchaser, (y) provide its consent to take any actions requiring the consent of the other party pursuant to the CTPL Purchase Agreement, the CEI Unit Purchase Agreement or the CEI Subscription Agreement without the consent of the Purchaser or (z) terminate the CTPL Purchase Agreement, the CEI Unit Purchase Agreement or the CEI Subscription Agreement without the consent of the Purchaser Section 6.06 Labor Costs Without the prior written consent of the Purchaser, from the date of this Agreement to the Initial Funding Date, CEI and its Affiliates shall not (a) take reasonable steps amend the Services Agreements (except for the amendments pursuant to preserve the privileged nature and confidentiality of the Confidential InformationSection 6.11), including requesting that the Confidential Information not be disclosed to non-parties or the public; (b) give cause the Company prompt prior written notice cost of such request the Services Agreements to CQP or requirement so that any other CQP Entity to increase above 110% of the Company may seek an appropriate protective order or other remedy; Services Budget (in the aggregate for the period from January 1, 2012 through the applicable month), and (c) cooperate with charge any other fees or expenses to any CQP Entity outside the Company (at the Company’s expense) to obtain such protective order. In the event that such protective order or other remedy is not obtained, the Securityholder (or such other Persons to whom such request is directed) will furnish only that portion of the Confidential Information which, on the advice of the Securityholder’s counsel, is legally required to be disclosed and, upon the Company’s request, use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such informationService Agreements.

Public Disclosure; Confidentiality. (a) The Securityholder Cerecor understands that it may be the recipient of confidential information of the Company (“Confidential Information”) during the term of this Agreement and that such information may contain or constitute material non-public information concerning the Company. The Securityholder Cerecor acknowledges that trading in the securities of any party to this Agreement while in possession of material nonpublic information or communicating that information to any other Person who trades in such securities could subject the applicable party to liability under the U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The Securityholder Cerecor agrees that it and its Affiliates will not disclose Confidential Information in its possession, nor will it trade in the securities of the Company while in possession of material nonpublic information or at all until the Securityholder Cerecor and its Affiliates can do so in compliance with all applicable laws and without breach of this Agreement. (b) If the Securityholder Cerecor is required to disclose any Confidential Information by legal process, the Securityholder Cerecor shall: (a) take reasonable steps to preserve the privileged nature and confidentiality of the Confidential Information, including requesting that the Confidential Information not be disclosed to non-parties or the public; (b) give the Company prompt prior written notice of such request or requirement so that the Company may seek an appropriate protective order or other remedy; and and (c) cooperate with the Company (at the Company’s expense) to obtain such protective order. In the event that such protective order or other remedy is not obtained, the Securityholder Cerecor (or such other Persons to whom such request is directed) will furnish only that portion of the Confidential Information which, on the advice of the SecurityholderCerecor’s counsel, is legally required to be disclosed and, upon the Company’s request, use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.

Public Disclosure; Confidentiality. (a) The Securityholder understands that it Notwithstanding anything to the contrary contained in this Agreement, except as may be required to comply with the recipient requirements of any applicable Law (including any filing and disclosure requirements under the rules and regulations of the SEC, which each party shall be entitled to review and approve prior to any such filing, not to be unreasonably withheld, conditioned or delayed), from and after the date hereof, no party shall make any press release or similar public announcement or public communication relating to this Agreement unless specifically approved in advance by the other party, which approval shall not be unreasonably withheld, conditioned or delayed. (b) From and after the date hereof, each of ZASH and Vinco Ventures shall, and shall cause each of their respective Affiliates to, keep confidential the terms and existence of this Agreement and the Transaction Documents, the negotiations relating thereto, and all confidential or proprietary information of the Company other party acquired by a party pursuant to or in the course of fulfilling its obligations under the Transaction Documents (collectively, the “Confidential Information”) during except (i) to the term extent that it is reasonably necessary to disclose the Confidential Information to obtain the regulatory approvals or third party consents, (ii) for disclosures otherwise made in satisfaction of any of the obligations under this Agreement, (iii) to the extent required by applicable Law (including any filing and disclosure requirements under the rules and regulations of the SEC), (iv) as made public prior to the date hereof by either party not in violation of this Agreement and that (v) each of ZASH and Vinco Ventures may disclose such information may contain to such Person’s equity holders (other than public equity holders) or constitute material non-public information concerning the Company. The Securityholder acknowledges that trading in the securities of any party to this Agreement while in possession of material nonpublic information or communicating that information to any other Person who trades in such securities could subject the applicable party to liability under the U.S. federal and state securities lawsAffiliates, and their respective Representatives but subject to the rules and regulations promulgated thereunder, including Section 10(b) provisions of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The Securityholder agrees that it and its Affiliates will not disclose Confidential Information in its possession, nor will it trade in the securities of the Company while in possession of material nonpublic information or at all until the Securityholder and its Affiliates can do so in compliance with all applicable laws and without breach of this Confidentiality Agreement. (bc) If the Securityholder is required to disclose any Confidential Information by legal process, the Securityholder shall: (a) take reasonable steps to preserve the privileged nature and confidentiality The terms of the Confidential InformationConfidentiality Agreement are hereby incorporated herein by reference and shall continue in full force and effect until the Closing, including requesting that at which time the Confidential Information not be disclosed Confidentiality Agreement shall terminate. If this Agreement is terminated prior to non-parties or the public; (b) give Closing, then the Company prompt prior written notice of such request or requirement so that the Company may seek an appropriate protective order or other remedy; Confidentiality Agreement shall continue in full force and (c) cooperate effect in accordance with the Company (at the Company’s expense) to obtain such protective order. In the event that such protective order or other remedy is not obtained, the Securityholder (or such other Persons to whom such request is directed) will furnish only that portion of the Confidential Information which, on the advice of the Securityholder’s counsel, is legally required to be disclosed and, upon the Company’s request, use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such informationterms.

Public Disclosure; Confidentiality. (a) The Securityholder understands Any public announcement, press release or similar publicity with respect to this Agreement or the transactions contemplated hereby will be issued, if at all, at such time and in such manner as Buyer determines; provided, that, if such announcement is not required by applicable Law, the content of such announcements shall be subject to the prior approval of the Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, if the Sellers’ Representative fails to timely respond to Buyer's request for such approval or comment, then Buyer may proceed with issuing any such announcement, press release or similar publicity. (b) Except with the prior written consent of Buyer or the Sellers’ Representative, as applicable, or as permitted by this Agreement, none of the Parties or any of their respective Affiliates or Representatives shall disclose to any Person: (i) the fact that it may be the recipient of any confidential information of the Company or any of its Subsidiaries has been disclosed to Buyer or its Representatives, or that any confidential information of Buyer has been disclosed to the Company, Sellers or the Sellers’ Representative or (“Confidential Information”ii) during any information about the term transactions contemplated hereby, including the status of such discussions or negotiations, the execution of any documents (including this Agreement) or any of the terms of the transactions contemplated hereby or the related documents (including this Agreement); provided, that the foregoing restrictions shall not prohibit disclosure of any such information by any Party or its Representative: (A) if required by applicable Law or the rules of any stock exchange on which Buyer’s or its Affiliates’ Equity Interests are listed, (B) as required in order to fulfill such Party’s obligations under this Agreement, (C) to any financial, legal or accounting advisor for the purpose of advising in connection with the transactions contemplated by the Transaction Documents (provided, that such advisor is made aware of and directed to comply with the provisions of this Agreement and that such information may contain Section 6.4(b)) or constitute material non-public information concerning the Company. The Securityholder acknowledges that trading (D) in the securities of connection with any party to this Agreement while in possession of material nonpublic information or communicating that information Action with respect to any other of the Transaction Documents. In the event of a disclosure by any Party or any of his, her or its Representatives (x) to a Person who trades in such securities could subject the applicable party to liability under the U.S. federal and state securities lawspermitted by clauses (B), and the rules and regulations promulgated thereunder, including Section 10(b(C) or (D) of the Securities Exchange Act of 1934immediately preceding sentence, as amended, and Rule 10b-5 promulgated thereunder. The Securityholder agrees that it and its Affiliates will not disclose Confidential Information such Party or Representative shall be liable for any subsequent disclosure or misuse by Person in its possession, nor will it trade in the securities of the Company while in possession of material nonpublic information or at all until the Securityholder and its Affiliates can do so in compliance with all applicable laws and without breach of this Agreement. Section 6.4(b), or (by) If the Securityholder is required to disclose any Confidential Information by legal process, the Securityholder shall: under clause (aA) take reasonable steps to preserve the privileged nature and confidentiality of the Confidential Informationimmediately preceding sentence, including requesting that such Person shall promptly notify the Confidential Information not be disclosed Sellers’ Representative or Buyer, as applicable, in writing to non-parties the extent permitted by Law, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and such Person shall reasonably cooperate with Buyer or the public; (b) give the Company prompt prior written notice of such request or requirement so that the Company may seek an appropriate protective order or other remedy; and (c) cooperate with the Company Sellers’ Representative, as applicable (at the Companysuch Person’s expense) to obtain preserve the confidentiality of such protective orderinformation consistent with applicable Law. (c) Except with the prior written consent of Buyer, Sellers shall not, and shall cause each of their respective Affiliates and Representatives not to, disclose, furnish, disseminate, make available or use any of the Acquired Companies’ Confidential Information, whatever its nature and form and without limitation as to when or how Sellers or their respective Affiliates or Representatives may have acquired such information. In the event that any Seller or any of its Affiliates or Representatives is required by Law to disclose any such protective order or other remedy is not obtainedConfidential Information, such Seller shall (A) promptly notify Buyer in writing unless prohibited by Law, (B) cooperate with Buyer, at Buyer’s expense, to preserve, to the extent possible, the Securityholder confidentiality of such Confidential Information and (or such other Persons to whom such request is directedC) will furnish only disclose that portion of the such Confidential Information whichthat, on the upon advice of the Securityholder’s counsel, is legally required to be disclosed anddisclose. Each Seller specifically acknowledges that all such Confidential Information, upon whether reduced to writing, maintained on any form of electronic media or maintained in the mind or memory of any Seller or its Affiliates or Representatives, and whether compiled by an Acquired Company’s request, use an Excluded Subsidiary or any Seller, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its commercially disclosure or use, that reasonable efforts have been made by the Acquired Companies to obtain assurances that confidential treatment will be accorded to maintain the secrecy of such information, that such information is the sole property of the Acquired Companies and that any retention and use of such information by any Seller or its Affiliates or Representatives will constitute a misappropriation of the Acquired Companies trade secrets. (d) The Confidentiality Agreement shall continue in full force and effect until the Closing, at which time the Confidentiality Agreement shall terminate and be of no further force or effect. If this Agreement is terminated prior to the Closing, then the Confidentiality Agreement shall continue in full force and effect in accordance with its terms.

Public Disclosure; Confidentiality. (a) The Securityholder understands that it Notwithstanding anything to the contrary contained in this Agreement, except as may be required to comply with the recipient of confidential information of the Company (“Confidential Information”) during the term of this Agreement and that such information may contain or constitute material non-public information concerning the Company. The Securityholder acknowledges that trading in the securities requirements of any party to this Agreement while in possession of material nonpublic information or communicating that information to applicable Law (including any other Person who trades in such securities could subject the applicable party to liability filing and disclosure requirements under the U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, including Section 10(b) of the Securities Exchange Act SEC, which CPE and Crackle shall be entitled to review and approve prior to any such filing, not to be unreasonably withheld, conditioned or delayed), from and after the date hereof, no party shall make any press release or similar public announcement or public communication relating to this Agreement unless specifically approved in advance by CSSE, Crackle and CPE, which approval shall not be unreasonably withheld, conditioned or delayed. Nothing contained in this Agreement will prohibit any advisor to Crackle from issuing or causing publication following the Closing of 1934any tombstone or similar advertisement in customary form; provided, as amended, that no such tombstone or similar advertisement shall contain information regarding the value of cash and Rule 10b-5 promulgated thereunder. The Securityholder agrees that it and its Affiliates will not disclose Confidential Information in its possession, nor will it trade in non-cash consideration paid to the securities of parties pursuant to the Company while in possession of material nonpublic information or at all until the Securityholder and its Affiliates can do so in compliance with all applicable laws and without breach terms of this Agreement. (b) If From and after the Securityholder date hereof, each of CSSE, Crackle and CPE shall, and shall cause each of their respective Affiliates to, keep confidential the terms and existence of this Agreement and the Transaction Documents, the negotiations relating thereto, and all confidential or proprietary information of the other party acquired by a party pursuant to or in the course of fulfilling its obligations under the Transaction Documents (collectively, the “Confidential Information”) except (i) to the extent that it is required reasonably necessary to disclose any Confidential Information by legal process, the Securityholder shall: (a) take reasonable steps to preserve the privileged nature and confidentiality of the Confidential Information, including requesting that the Confidential Information to obtain the regulatory approvals or third party consents, (ii) for disclosures otherwise made in satisfaction of any of the obligations under this Agreement, (iii) to the extent required by applicable Law (including any filing and disclosure requirements under the rules and regulations of the SEC), (iv) as made public prior to the date hereof by either party not be disclosed in violation of this Agreement and (v) each of CSSE, Crackle and CPE may disclose such information to non-parties such Person’s equity holders (other than public equity holders) or Affiliates, and their respective Representatives but subject to the public; (b) give provisions of the Company prompt prior written notice of such request or requirement so that the Company may seek an appropriate protective order or other remedy; and Confidentiality Agreement. (c) cooperate with the Company (at the Company’s expense) to obtain such protective order. In the event that such protective order or other remedy is not obtained, the Securityholder (or such other Persons to whom such request is directed) will furnish only that portion The terms of the Confidential Information whichConfidentiality Agreement are hereby incorporated herein by reference and shall continue in full force and effect until the Closing, on at which time the advice of Confidentiality Agreement shall terminate. If this Agreement is terminated prior to the Securityholder’s counselClosing, is legally required to be disclosed and, upon then the Company’s request, use Confidentiality Agreement shall continue in full force and effect in accordance with its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such informationterms.

Public Disclosure; Confidentiality. (a) The Securityholder understands that it Investor and the Company shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the Transactions, and shall not issue any such press release or make any such public statement prior to such consultation, except (i) either party may, without the other party’s prior written consent but with prior notice, make any filings with or furnish to the SEC as may be required by applicable securities Laws; provided that, the recipient Company shall provide the Investor with a reasonable opportunity to review its required filings in connection with the Transaction prior to the filing of any such required filings with the SEC and shall consider in good faith any comments of the Investor; and (ii) as may be otherwise reasonably required by applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system, as advised by counsel. The Investor and the Company agree that the initial press release to be issued with respect to the Transactions following execution of this Agreement shall be in the form agreed to by the parties hereto on or prior to the date hereof (the “Announcement”). Notwithstanding the forgoing, this Section 4.1(a) shall not apply to any press release or other public statement made by the Company or the Investor which (a) is consistent with the Announcement and does not contain any information relating to the Transactions that has not been previously announced or made public in accordance with the terms of this Agreement, (b) is made in the ordinary course of business and does not relate specifically to the Transactions, or (c) is consistent with the terms and conditions of the Transaction Documents that are publicly disclosed by the Company or the Investor (without any violation of this Agreement). Notwithstanding the foregoing, (i) this Section 4.1(a) shall not prohibit any disclosure of information concerning this Agreement or the other Transaction Documents in connection with any dispute between the parties hereto regarding this Agreement or the other Transaction Documents and (ii) either party hereto may, without consulting the other party hereto, provide ordinary course communications regarding this Agreement and the Transactions to its existing or prospective direct or indirect general and limited partners, equityholders, financing sources, members, managers and investors of any Affiliates of such Person, in the ordinary course of business (in the case of information that is not otherwise publicly disclosed, on a confidential basis). (b) The Investor will, and will cause its Affiliates and Representatives who actually receive Confidential Information to, keep confidential any information (including oral, written and electronic information) concerning the Company, its Subsidiaries or its Affiliates that may be furnished to the Investor, its Affiliates or its or their respective Representatives by or on behalf of the Company or any of its Representatives pursuant to this Agreement (“Confidential Information”) during and to use the term Confidential Information solely for the purposes of monitoring, administering or managing the Investor’s investment in the Company made pursuant to this Agreement and or as otherwise agreed by the parties; provided that Confidential Information will not include information that (a) was or becomes available to the public other than as a result of a breach of any confidentiality obligation in this Agreement by the Investor or its Affiliates or their respective Representatives, (b) was or becomes available to the Investor or its Affiliates or their respective Representatives from a source other than the Company or its Representatives; provided that such information may contain source is reasonably believed by the Investor or constitute material such Affiliates not to be subject to an obligation of confidentiality (whether by agreement or otherwise) to the Company, (c) at the time of disclosure is already in the possession of the Investor or its Affiliates or their respective Representatives from a source other than the Company or any of its Subsidiaries or any of their respective Representatives or (d) was independently developed by the Investor or its Affiliates or their respective Representatives without reference to, incorporation of, or other use of any Confidential Information. The Investor will notify the Company reasonably promptly upon learning of any non-public information concerning permitted use or disclosure of the Confidential Information and use commercially reasonable efforts to mitigate the effect of such breach. Notwithstanding the foregoing, the Investor may disclose Confidential Information to its Representatives to the extent necessary to obtain their services in connection with its investment in the Company; provided that any breach of the confidentiality and use terms herein by any Person to whom the Investor may disclose Confidential Information shall be attributable to the Investor for purposes of determining the Investor’s compliance with this Section 4.1(b), except those who have entered into a separate confidentiality or nondisclosure agreement or obligation with the Company. The Securityholder acknowledges Investor may also disclose Confidential Information as may otherwise be required or requested by law or legal, judicial or regulatory process; provided, that trading in to the securities of any party to this Agreement while in possession of material nonpublic information or communicating that information to any other Person who trades in such securities could subject extent reasonably practicable, the applicable party to liability under Investor will promptly provide the U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, including Section 10(bCompany with written notice (email being sufficient) of the Securities Exchange Act of 1934required disclosure and the applicable law or legal, as amended, and Rule 10b-5 promulgated thereunder. The Securityholder agrees that it and its Affiliates will not disclose Confidential Information in its possession, nor will it trade in the securities of the Company while in possession of material nonpublic information judicial or at all until the Securityholder and its Affiliates can do so in compliance with all applicable laws and without breach of this Agreement. (b) If the Securityholder is required to disclose any Confidential Information by legal process, the Securityholder shall: (a) take reasonable steps to preserve the privileged nature and confidentiality of the Confidential Information, including requesting that the Confidential Information not be disclosed to non-parties or the public; (b) give the Company prompt prior written notice of such request or requirement regulatory process so that the Company (at its sole discretion and sole expense) may seek an a protective order or other appropriate remedy prior to any such required disclosure. The Investor will use commercially reasonable efforts to cooperate with the Company and its Representatives in any attempt by the Company to obtain any such protective order or other remedy; and (c) cooperate with . If the Company (at the Company’s expense) elects not to obtain such protective order. In the event that seek, or is unsuccessful in obtaining, any such protective order or other remedy is not obtainedin connection with any requirement that the Investor disclose Confidential Information, and if the Securityholder Investor obtains advice of legal counsel (or including in-house counsel) confirming that disclosure of such other Persons to whom such request is directed) will furnish only that portion of the Confidential Information whichis required, on then the advice of Investor may disclose such Confidential Information to the Securityholder’s counselextent required or requested by law or legal, is legally required to be disclosed andjudicial or regulatory process, upon without liability hereunder; provided, however, that the Company’s request, use its Investor takes commercially reasonable efforts steps to obtain assurances that confidential treatment will be accorded to such informationminimize the extent of any required disclosure.

Public Disclosure; Confidentiality. (a) The Securityholder understands that it may be the recipient of confidential information of the Company Aceragen (“Confidential Information”) during the term of this Agreement and that such information may contain or constitute material non-public information concerning the CompanyAceragen. The Securityholder acknowledges that trading in the securities of any party to this Agreement while in possession of material nonpublic information or communicating that information to any other Person natural person, corporation, trust, joint venture, association, unincorporated organization, cooperative, company, partnership, trust, limited liability company, government (domestic or foreign), and any agency or instrumentality thereof, or any other entity recognized by law (any of which, a “Person”) who trades in such securities could subject the applicable party to liability under the U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, including Section 10(b) of the Securities Exchange Act of 1934, as amendedAct, and Rule 10b-5 promulgated thereunder. The Securityholder agrees that it and its Affiliates will not disclose Confidential Information in its possession, nor will it trade in the securities of the Company Aceragen while in possession of material nonpublic information or at all until the Securityholder and its Affiliates can do so in compliance with all applicable laws and without breach of this Agreement. For the purposes of this Agreement, the term “Affiliate” shall mean any Person who, directly or indirectly, controls, is controlled by or is under common control with the Securityholder. (b) If the Securityholder is required to disclose any Confidential Information by legal process, the Securityholder shall: (a) take reasonable steps to preserve the privileged nature and confidentiality of the Confidential Information, including requesting that the Confidential Information not be disclosed to non-parties or the public; (b) give the Company Aceragen prompt prior written notice of such request or requirement so that the Company Aceragen may seek an appropriate protective order or other remedy; and (c) cooperate with the Company Aceragen (at the CompanyAceragen’s expense) to obtain such protective order. In the event that such protective order or other remedy is not obtained, the Securityholder (or such other Persons to whom such request is directed) will furnish only that portion of the Confidential Information which, on the advice of the Securityholder’s counsel, is legally required to be disclosed and, upon the CompanyXxxxxxxx’s request, use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.

Public Disclosure; Confidentiality. (a) The Securityholder understands that it Notwithstanding anything to the contrary contained in this Agreement, except as may be required to comply with the recipient requirements of confidential information of any applicable Law or stock exchange requirement applicable to Buyer, from and after the date hereof, no party shall make any press release or similar public announcement or public communication relating to this Agreement unless specifically approved in advance by Buyer, the Company and the Shareholder Representative, which approval shall not be unreasonably withheld, conditioned or delayed. (b) From and after the date of this Agreement, each of Buyer, the Company and the Shareholders shall, and shall cause each of their respective Affiliates to, keep confidential the terms and existence of this Agreement and the Transaction Documents and the negotiations relating thereto and all documents and information obtained by a party from another party in connection with the transactions contemplated hereby (collectively, the “Confidential Information”) during except: (i) to the term extent that it is reasonably necessary to disclose the Confidential Information to obtain the Regulatory Approvals or Third Party Consents, (ii) for disclosures otherwise made in satisfaction of any of the obligations under this Agreement, (iii) to the extent required by applicable Law or stock exchange requirement applicable to Buyer, (iv) as made public prior to the date of this Agreement by either party not in violation of this Agreement and that (v) each of Buyer, the Company and the Shareholders may disclose such information may contain to such Person’s equityholders or constitute material non-public information concerning the Company. The Securityholder acknowledges that trading in the securities of any party to this Agreement while in possession of material nonpublic information or communicating that information to any other Person who trades in such securities could subject the applicable party to liability under the U.S. federal and state securities lawsAffiliates, and their respective Representatives but subject to the rules and regulations promulgated thereunder, including Section 10(b) provisions of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The Securityholder agrees that it and its Affiliates will not disclose Confidential Information in its possession, nor will it trade in the securities of the Company while in possession of material nonpublic information or at all until the Securityholder and its Affiliates can do so in compliance with all applicable laws and without breach of this Confidentiality Agreement. (bc) If the Securityholder is required to disclose any Confidential Information by legal process, the Securityholder shall: (a) take reasonable steps to preserve the privileged nature and confidentiality The terms of the Confidential InformationConfidentiality Agreement are hereby incorporated herein by reference and shall continue in full force and effect until the Closing, including requesting that at which time the Confidential Information not be disclosed Confidentiality Agreement shall terminate. If this Agreement is terminated prior to non-parties or the public; (b) give Closing, then the Company prompt prior written notice of such request or requirement so that the Company may seek an appropriate protective order or other remedy; Confidentiality Agreement shall continue in full force and (c) cooperate effect in accordance with the Company (at the Company’s expense) to obtain such protective order. In the event that such protective order or other remedy is not obtained, the Securityholder (or such other Persons to whom such request is directed) will furnish only that portion of the Confidential Information which, on the advice of the Securityholder’s counsel, is legally required to be disclosed and, upon the Company’s request, use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such informationterms.

Public Disclosure; Confidentiality. (a) The Securityholder understands that it Notwithstanding anything to the contrary contained in this Agreement, except as may be required to comply with the recipient requirements of confidential information any applicable Law or applicable requirements of any national securities exchange, from and after the Company date hereof, no party hereto or its respective Affiliates shall make any press release or similar public announcement or public communication relating to this Agreement or the Transaction Documents unless specifically approved in advance by the Buyer and the Sellers Representative, which approval shall not be unreasonably withheld, conditioned or delayed (“Confidential Information”) during provided that the term financial terms of this Agreement and that shall not be disclosed in such press release or similar public announcement or public communication). Notwithstanding the foregoing, nothing in this Section 6.1 or elsewhere in this Agreement shall prohibit or limit the Buyer or its Affiliates from disclosing information may contain or constitute material non-public information concerning the Company. The Securityholder acknowledges that trading in the securities of any party relating to this Agreement while in possession of material nonpublic information or communicating the Transaction Documents (it being acknowledged that information to the Buyer may publicly file this Agreement and any other Person who trades in such securities could subject the applicable party to liability under the U.S. federal and state securities lawsrelated documents, and publicly disclose the rules transactions contemplated hereby, with U.S. Securities and regulations promulgated thereunder, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The Securityholder agrees that it and its Affiliates will not disclose Confidential Information in its possession, nor will it trade in the Commission or pursuant to applicable securities of the Company while in possession of material nonpublic information laws or at all until the Securityholder and its Affiliates can do so in compliance with all applicable laws and without breach of this Agreementstock exchange requirement). (b) If From and after the Securityholder is required to disclose any Confidential Information by legal processdate of this Agreement, the Securityholder Buyer, the Purchased Company, the Sellers and the Sellers Representative shall: , and shall cause each of their respective Affiliates to, keep confidential the terms and existence of this Agreement and the Transaction Documents and the negotiations relating thereto and all documents and information obtained by a party from another party in connection with the transactions contemplated hereby (acollectively, the “Transaction Confidential Information”) take reasonable steps to preserve the privileged nature and confidentiality except (A) for disclosures otherwise made in satisfaction of any of the Confidential Informationobligations under this Agreement or disclosures made to the Escrow Agent, including requesting that (B) to the Confidential Information not be disclosed to non-parties extent required by applicable Law, and (C) the Buyer or any of its respective Affiliates may make any such disclosure. (c) The Sellers shall, and shall cause each of their Affiliates to, keep confidential all proprietary or nonpublic information regarding the Purchased Company or the publicBuyer or any of its Affiliates of which the Sellers or their respective Affiliates have or may become aware of in their respective capacities as equityholders, officers, directors, or consultants of or to the Purchased Company and/or in connection with the transactions contemplated by this Agreement or any other Transaction Document, except to the extent that such information can be shown by the Sellers to have been generally available to and known by the public through no fault of the Sellers or their Affiliates. Notwithstanding the foregoing, any of the Sellers may disclose such proprietary or confidential information if compelled by order of a Governmental Entity or applicable Law; (b) give provided, that such Seller shall promptly notify the Company prompt prior written notice Buyer of such request or requirement intended disclosure so that the Company Buyer may seek an appropriate seek, with the reasonable cooperation of such Seller, a protective order or other remedy; and (c) cooperate appropriate remedy and/or waive compliance with the Company (at the Company’s expense) to obtain such protective orderprovisions of this Section 6.1. In the event that such protective order or other remedy is not obtained, the Securityholder (or such other Persons to whom such request is directed) Seller will furnish only that portion of the Confidential Information which, on the advice of the Securityholder’s counsel, such information which such Seller is advised by counsel in writing is legally required to be disclosed and, upon the Company’s request, use and will exercise its commercially reasonable best efforts to obtain assurances reliable assurance that confidential treatment will be accorded to such information.