Common use of Public Disclosure Clause in Contracts

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliates, will disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement.

Public Disclosure. So long as Without limiting any other provision of this Agreement is in effectAgreement, neither ParentParent and Company will consult with each other before issuing, nor the Companyand provide each other a reasonable opportunity to review, nor any of their comment upon and concur with, and use its respective affiliates, will disseminate commercially reasonable efforts to agree on any press release or other public announcement concerning statement with respect to this Agreement, Agreement and the Merger or the other transactions contemplated by this Agreementhereby, and will not issue any such press release or make any such public statement prior to such consultation and (to the extent practicable) agreement, except as may be required by Law law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers agreement with Nasdaq or any other applicable national securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned exchange or delayedmarket. The parties hereto have agreed to the text of the joint press release announcing the execution signing of this Agreement. Notwithstanding the foregoing, (i) each of Parent and Company may make any public statement in response to questions from the press, analysts, investors or those attending industry conferences and make internal announcements to employees, so long as such statements are consistent with previous press releases, public disclosures or public statements made jointly by Company and Parent (or individually, if approved by the other party) (ii) each of Parent and Company may, without the prior consent of the other partiesparty, each party (a) may communicate information that is not confidential information of issue any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution make a public statement if required by any Legal Requirements or the other parties. Notwithstanding any other provision rules and regulations of this Agreement, (i) no party will be required to consult Nasdaq if it first notifies and consults with the other party in connection with any prior to issuing such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so making such statement, and (iiiii) in the requirements event that there has been a Superior Offer or Change of Recommendation pursuant to Section 5.3(d) hereof, neither Parent nor Company will have any further obligation to consult with each other, and agree, before issuing any press release or otherwise making any public statement with respect to the Transaction, this Section 6.4 shall not apply to Agreement or any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, Superior Offer or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this AgreementChange of Recommendation.

Public Disclosure. So Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor the Company, nor any of their respective affiliatesAffiliates, will disseminate shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (biii) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 6.13 shall not apply to any press release or other public announcement or disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by Company Board Recommendation Change (Afor the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this AgreementSections 6.1 and 6.2).

Public Disclosure. So Parent and the Company shall mutually agree on the initial press release or releases with respect to the execution of this Agreement. Thereafter, so long as this Agreement is in effect, except as otherwise expressly permitted by this Agreement, neither the Company nor Parent, nor the Company, nor any of their respective affiliatesAffiliates, will disseminate shall issue any press release or other public announcement concerning this Agreementwith respect to the Merger, the Merger or the other transactions contemplated by this AgreementAgreement or this Agreement without the prior consent of the other party (such consent not to be unreasonably withheld), except as such press release or other announcement may be required by Law or the rules of any listing authority (including a national securities exchange or trading market on which such party’s Securities are listed, in which case the UKLA), party required to make the UK Panel on Takeovers and Mergers release or any securities exchange, without the prior consent of each of announcement shall use its reasonable best efforts to provide the other parties hereto, which consent shall not be unreasonably withheld, conditioned party with a reasonable opportunity to review and comment on such release or delayed. The parties have agreed to the text announcement in advance of the joint press release announcing the execution of this Agreementits issuance. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives the restrictions set forth in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 5.8 shall not apply to any disclosure press release or other announcement (i) made by the Company with respect to or in connection with a Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement or (ii) made by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company or the Company Board in accordance with Section 5.4(b5.5(b) or Section 5.5(d) that a Company Acquisition Proposal constitutes, or may is reasonably likely to constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated hereby, provided, however, that in the case of the preceding clause (i) or (ii), to the extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including contents of) its intended press release or other announcement, and (b) to the extent the content of any press release or other announcement has been previously approved and made in accordance with this AgreementSection 5.8, no separate approval shall be required in respect of such content to the extent such content is substantially replicated in a subsequent press release or other announcement or substantially consistent with a previously approved press release or announcement.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliates, will disseminate any The initial press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed with respect to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement shall be a joint press release. Thereafter, until the Closing, if completed, the Company and Parent shall consult with each other, provide each other with a reasonable opportunity for review and obtain each other’s prior written consent (such consent not to be unreasonably conditioned, withheld or delayed), prior to issuing any other press releases or otherwise making public statements, disclosures or communications with respect to the transactions contemplated by this Agreement except (a) as may be required or rendered impractical by Applicable Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange, interdealer quotation service or the NYSE, (b) with respect to any Change of Recommendation made in accordance with this Agreement or Parent’s responses thereto or (c) with respect to the parties’ disclosures or communications with any Governmental Entity regarding the Proxy Statement or the expiration of waiting periods or approval of Governmental Entities contemplated by Section 6.5, which shall be governed by the provisions of Section 6.5. In addition to the exceptions set forth in foregoing clauses (a) through (c) of the second sentence of this Section 6.10, each of the Company and Parent (and Representatives thereof) may make any public statements, disclosures or communications in response to inquiries from the press, analysts, investors, customers or suppliers or via industry conferences or analyst or investor conference calls, so long as such statements, disclosures or communications are consistent in all material respects with previous public statements, disclosures or communications jointly made by the Company and Parent or to the extent that they have been reviewed and previously approved by both the Company and Parent. Notwithstanding anything else to the contrary set forth in this Agreement, the Company shall not be required to provide Parent with an opportunity to review, comment or consent to any statement, release or disclosure in response to or in connection with the receipt and existence of an Acquisition Proposal, its consideration of making or its making of a Company Board Recommendation Change or any matters related thereto.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliatesAffiliates, will disseminate any press release or other public announcement or disclosure concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any a national securities exchange, to the extent disclosed in or consistent with the Joint Proxy Statement or Form S-4 or in connection with ordinary course communications regarding this Agreement and the transactions contemplated hereby to their respective employees, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall consult with Parent prior to making any substantive communications to its employees or other constituents with respect to this Agreement and the transactions contemplated hereby to the extent the substance of such communications was not previously approved by Parent in connection with any prior communications, and shall consider in good faith the reasonable comments proposed by Parent. The parties hereto have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, the requirements of this Section 5.10 shall not apply to (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so in accordance with this Agreement or (B) the Parent Board has effected a Parent Adverse Recommendation Change in accordance with this Agreement or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby by this Agreement in connection with a determination by (A) the Company in accordance with Section 5.4(b5.6(b) or Section 5.6(d) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b5.7(b) or Section 5.7(d) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement; provided, however, that in the case of either of clauses (i) or (ii), to the extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including the contents of) its intended release, announcement or disclosure.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliatesAffiliates, will shall disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will shall be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b5.3(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b5.4(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement.

Public Disclosure. So long as The initial press release relating to this Agreement is in effectshall be a joint press release and thereafter Parent and the Company shall consult with each other before issuing, neither Parentand provide each other the reasonable opportunity to review and comment upon, nor the Company, nor any of their respective affiliates, will disseminate any press release or other public announcement concerning this Agreement, statements with respect to the Merger or the other transactions contemplated by this Agreement; provided, except however, that no such consultation shall be required if, prior to the date of such release or public statement, a Company Adverse Recommendation Change or a Parent Adverse Recommendation Change shall have occurred in compliance in all respects with the terms of Section 5.4, provided, further, that (a) any such press release or public statement as may be required by applicable Law or the rules of any listing authority (including agreement with any national securities exchange may be issued prior to such consultation if the UKLA), party making the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required statement has used its reasonable best efforts to consult with the other party in connection with any such press release or public announcement if on a timely basis and (Ab) each of the Company Board has effected any Company Adverse Recommendation Change and Parent may, without such consultation, issue public announcements or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the make other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties public disclosures regarding this Agreement, the Merger Agreement or the transactions contemplated by this AgreementAgreement that are consistent with disclosures in press releases or public statements previously approved by the other party or made by either party in compliance with this Section 5.9. No provision of this Agreement shall prohibit either the Company or Parent from issuing any press release or public statement in the event of a Company Adverse Recommendation Change or a Parent Adverse Recommendation Change that is in either case in compliance in all respects with the terms of Section 5.4.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliatesAffiliates, will disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including a national securities exchange or to the UKLA), extent disclosed in or consistent with the UK Panel on Takeovers and Mergers Joint Proxy Statement or any securities exchangeForm S-4, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, the requirements of this Section 5.10 shall not apply to (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so in accordance with this Agreement or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so in accordance with this Agreement and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby by this Agreement in connection with a determination by (A) the Company in accordance with Section 5.4(b5.6(b) or Section 5.6(d) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b5.7(b) of Section 5.7(d) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement.

Public Disclosure. So long as this Agreement is in effect(a) Subject to Section 6.3, neither (i) the Company (prior to the Effective Time) and the Securityholders’ Representative shall consult with Parent, nor and Parent shall consult with the CompanyCompany (prior to the Effective Time) and the Securityholders’ Representative (as of and after the Effective Time), nor any of their respective affiliates, will disseminate before issuing any press release or otherwise making any public statement or making any other public announcement concerning disclosure (whether or not in response to an inquiry) regarding the terms of this AgreementAgreement and the Transactions, and (ii) no Party or its Affiliates (including for the avoidance of doubt, the Merger Rome Group) shall issue any such press release or make any such public statement or disclosure without the prior written approval of Parent (in the case of the Securityholders’ Representative, the Company and their respective Affiliates (including the Rome Group)), the Company (in the case of Parent and its Affiliates prior to the Effective Time) or the other transactions contemplated by this AgreementSecurityholders’ Representative (in the case of Parent and its Affiliates following the Effective Time), except as permitted by Section 7.4(b); provided that such Parties may make public statements or disclosures only to the extent that they are consistent with previous press releases, public disclosures or public statements made by the Parties in compliance with this Section 7.4. (b) Each Party may disclose such information as may be required by applicable Law or Order, including those incident to the rules listing of any listing authority (including securities on a stock exchange or governing disclosure of publicly traded companies in the UKLA), the UK Panel on Takeovers and Mergers or any securities exchangeUnited States, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate Parties; provided further that the Party disclosing such information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, shall (i) no party will be only disclose such information as is required by such applicable Law or Order and (ii) to consult with the other party in connection with any such press release extent permitted by applicable Law or public announcement if Order, provide reasonable advance notice to (A) Parent (in the case of the Company Board has effected any Company Adverse Recommendation Change prior to the Effective Time, or shall have resolved to do so or the Securityholders’ Representative), (B) the Company (in the case of Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved Merger Sub prior to do so the Effective Time) and (iiC) the requirements Securityholders’ Representative (in the case of this Section 6.4 Parent or Merger Sub as of an after the Effective Time) of the intended disclosure and the content of that disclosure and shall not apply to any disclosure by permit (1) Parent (in the case of the Company or Parent of any information concerning this Agreementprior to the Effective Time, the Merger or the other transactions contemplated hereby Securityholders’ Representative), (2) the Company (in the case of Parent or Merger Sub prior to the Effective Time) and (3) the Securityholders’ Representative (in the case of Parent or Merger Sub as of and after the Effective Time) the opportunity to comment on any such disclosure; provided, further, however, that Parent and its Affiliates will be entitled to communicate regarding the Transaction with its and its Affiliates’ existing or prospective limited partners, investors and prospective investors in the Ordinary Course, including in connection with a determination their respective fund raising, marketing, informational or reporting activities, provided that such parties are bound by (A) obligations of confidentiality with respect to such communications that are at least as restrictive as the Company obligations of confidentiality set forth in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Confidentiality Agreement.

Public Disclosure. So long as The Backstop Investor agrees that, other than the existence of this Agreement, a potential transaction with a municipal transit authority (the “Transaction”) and certain matters related to the Loan Agreement is in effect(the “Loan Matters”), neither Parent, nor no material non-public information concerning the Company, nor any of their respective affiliates, will disseminate any press release or other public announcement concerning this Agreement, the Merger Ordinary Shares or the other transactions contemplated Business Combination has been disclosed to the Backstop Investor by this Agreement, except the Company or its representatives as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayedEffective Date. The parties have agreed to Company shall file a Current Report on Form 8-K with the text SEC reporting the material terms of the joint press release announcing this Agreement within four (4) business days following the execution of this AgreementAgreement (the “Current Report”). Notwithstanding Additionally, the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, Company shall: (i) no party will be required to consult with publicly disclose the other party in connection with any such press release or public announcement if material terms of the Transaction (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so “Transaction Disclosure”); and (ii) shall cause the requirements Borrower to publicly disclose the material terms of the Loan Matters (the “Borrower Announcement”), provided that for each of the Transaction Disclosure and the Borrower Announcement such public disclosures shall be made prior to the purchase of any Backstop Investor Shares by the Backstop Investor and in no case later than two (2) business days prior to the Closing Announcement. The Company, and the Borrower to the extent applicable, shall determine the content of the public disclosures pursuant to this Section 9 provided that the material terms to be disclosed regarding the Transaction shall include, but not be limited to, (x) the total revenue impact, including any go forward options; (y) the timeline for recognizing the revenues generated by the project; and (z) the impact on the Company’s financial statements. Following the Effective Date, the Company shall not, and shall cause its representatives to not, disclose any material non-public information to the Backstop Investor, including any material non-public information concerning the Company, the Ordinary Shares, the Transaction or the Business Combination, other than the existence of this Section 6.4 Agreement and the Loan Matters, such that, to the Company’s knowledge, the Backstop Investor shall not apply be in possession of any such material non-public information from and after the filing of the Current Report, the Transaction Disclosure and the Borrower Announcement. Notwithstanding anything in this Agreement to the contrary, the Backstop Investor agrees that the Company shall have the right to publicly disclose the nature of the Backstop Investor’s commitments, arrangements and understandings under and relating to this Agreement in any disclosure filing by the Company or Parent of any information concerning this Agreement, with the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this AgreementSEC.

Public Disclosure. So long as Each of the Company and Parent shall consult with one another prior to issuing, and provide each other with the opportunity to review and comment upon, any public announcement or statement with respect to this Agreement is in effector the Merger, neither Parent, nor the Company, nor and shall not issue any of their respective affiliates, will disseminate any press release or other such public announcement concerning this Agreement, or statement without the Merger or prior written consent of the other transactions contemplated by this Agreementparty, except as may be required by Applicable Law or by the rules and regulations of any listing authority Nasdaq (including in which event such party shall endeavor, on a basis reasonable under the UKLAcircumstances, to provide a meaningful opportunity to the other party to review and comment upon such public announcement or statement in advance and shall give due consideration to all reasonable additions, deletions or changes suggested thereto); provided that, the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties heretoCompany and Parent may make press releases, which consent shall not be unreasonably withheldpublic announcements or public statements concerning this Agreement or the Merger that consist solely of information previously disclosed in all material respects in previous press releases, conditioned public announcements or delayed. The parties have agreed to public statements made by Parent and/or the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice Company in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other partiesthis Section 6.10. Notwithstanding any other provision of this Agreement, (i) no party will be required anything else to consult with the other party contrary set forth in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger Company shall not be required to provide Parent with an opportunity to review, comment or approve any statement, release or disclosure in response to or in connection with the other receipt and existence of an Acquisition Proposal, its consideration of making or its making of a Company Board Recommendation Change or any matters related thereto. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in connection with a determination form agreed to by (A) Parent and the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this AgreementCompany.

Public Disclosure. So long as From the date of this Agreement is until Closing or termination, the parties shall cooperate in effectgood faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, neither Parent, nor the Company, nor and no party shall issue or otherwise make any of their respective affiliates, will disseminate any press release or other public announcement concerning or communication pertaining to this Agreement, the Merger Agreement or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, transaction without the prior consent of each Parent (in the case of the Company) or the Company (in the case of Parent), except as required by any Legal Requirement or by the rules and regulations of, or pursuant to any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other parties heretoregarding such disclosure, which consent shall seek such confidential treatment for such terms or portions of this Agreement or the transaction as may be reasonably requested by the other parties and disclose only such information as is legally compelled to be disclosed. This provision will not be unreasonably withheldapply to communications by any party to its counsel, conditioned or delayedaccountants and other professional advisors. The Notwithstanding the foregoing, the parties have agreed to the text of the joint press release announcing hereto agree that as promptly as practicable after the execution of this Agreement. Notwithstanding , Parent will file with the foregoing, without prior consent of SEC a Current Report on Form 8-K pursuant to the other parties, each party (a) may communicate information that is not confidential information of any other party Exchange Act to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate report the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision execution of this AgreementAgreement (and may include a copy of this Agreement as an exhibit thereto), (i) no party will be required with respect to which Parent shall consult with the other party in connection with any such press release or public announcement if (A) Company. Parent shall provide to the Company Board has effected any Company Adverse Recommendation Change or shall have resolved for review and comment a draft of the Current Report on Form 8-K prior to do so or (B) filing with the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved SEC; provided that unless objected to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or by written notice given to Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by within five (A5) days after delivery to the Company specifying the language to which reasonable objection is taken, any language included in accordance such Current Report shall be deemed to have been approved by the Company and may be filed with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) SEC and used in other filings made by Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this AgreementSEC.

Public Disclosure. So long 5.17.1 The parties hereto acknowledge that Acquirer and the Company have previously executed a Nondisclosure Agreement dated June 12, 2007 (as may be amended from time to time, the “Nondisclosure Agreement”), which shall continue in full force and effect in accordance with its terms. If this Agreement is terminated, the Nondisclosure Agreement will remain in full force and effect, neither Parentand all copies of documents containing confidential information of a disclosing party will be returned by the receiving party to the disclosing party or be destroyed, nor as provided in the CompanyNondisclosure Agreement. 5.17.2 Upon or following the execution of this Agreement, nor Acquirer and the Company may issue a joint press release announcing the Merger. Acquirer may make any of their respective affiliatesother public disclosures as it deems necessary or desirable in its sole discretion. The Company Entities shall not, will disseminate and the Company Entities shall cause each Company Entities Representative not to, directly or indirectly, issue any press release or other public announcement concerning statement relating to the terms of this Agreement, the Merger Agreement or the other transactions contemplated by this Agreementhereby or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with Acquirer’s relationship with the Company Entities in any media interview, except as may be required by Law advertisement, news release, press release or the rules of professional or trade publication, or in any listing authority (including the UKLA)print media, the UK Panel on Takeovers and Mergers whether or any securities exchangenot in response to an inquiry, without the prior consent written approval of each Acquirer, unless required by law (in which event an opinion of the other parties hereto, which consent counsel to that effect shall not be unreasonably withheld, conditioned or delayed. The parties have agreed first delivered to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without Acquirer prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) disclosure, and the Company Board has effected Entities shall use best efforts to provide Acquirer and its counsel with an opportunity to review prior to such disclosure and shall consider in good faith any Company Adverse Recommendation Change comments by Acquirer or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreementits counsel).

Public Disclosure. So long as The parties agree that the press release set forth on Exhibit F-1 attached hereto (“Sangoma Press Release”) shall be published by Buyer promptly following the execution of this Agreement is by all parties and the press release set forth on Exhibit F-2 attached hereto (“BFHL Press Release”) shall be published by BFHL no earlier than 8:00 a.m., eastern time, on the next Business Day following the Agreement Date. Except as expressly set forth in effectthe foregoing, neither Parentnone of the Sellers, nor Sellers’ Representative or Company Members (prior to the Company, nor any of their respective affiliates, will disseminate Closing) shall issue any press release or other make any public announcement concerning statement with respect to this Agreement, the Merger Agreement or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, hereby without the prior written consent of each of the other parties heretoSangoma, which consent shall not be unreasonably withheld, conditioned delayed or delayed. The parties have agreed conditioned, and none of Buyer, Sangoma or Company Members (after the Closing) shall issue any press release or make any public statement with respect to this Agreement or the text transactions contemplated hereby without the prior written consent of the joint press release announcing the execution of this AgreementSellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Sangoma may, without prior the consent of the Sellers’ Representative, the Sellers or any other partiesPerson, each party (a) make such disclosures and public filings as it may communicate information reasonably determine are required by applicable Law, including applicable securities Laws and stock exchange listing rules; provided, however, that is not confidential information prior to the making of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release disclosure or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of filing that references this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger Agreement or the transactions contemplated by hereby, Sangoma shall provide the Sellers’ Representative with a reasonable opportunity to review and comment on such disclosure or filing and shall consider in good faith any comments of the Sellers’ Representative with respect thereto, except that Sangoma shall not have any such obligation with respect to any disclosure or filing that is substantially the same as a previously made disclosure or filing for which the Sellers’ Representative was provided with such an opportunity or any disclosure or filing that does not primarily relate to this AgreementAgreement or the transactions contemplated hereby.

Public Disclosure. So long as Parent and the Company shall mutually agree on the initial press release or releases with respect to the execution of this Agreement. Thereafter, during the period that this Agreement is remains in effect, except as otherwise expressly permitted by this Agreement, neither the Company nor Parent, nor the Company, nor any of their respective affiliatesAffiliates, will disseminate shall issue any press release or other public announcement concerning this Agreementwith respect to the Merger, the Merger or the other transactions contemplated by this AgreementAgreement or this Agreement without the prior consent of the other party (such consent not to be unreasonably conditioned, withheld or delayed), except as such press release or other announcement may be required by Law or the rules of any listing authority (including a national securities exchange or trading market on which such party’s Securities are listed, in which case the UKLA), party required to make the UK Panel on Takeovers and Mergers release or any securities exchange, without the prior consent of each of announcement shall use its reasonable efforts to provide the other parties hereto, which consent shall not be unreasonably withheld, conditioned party with a reasonable opportunity to review and comment on such release or delayed. The parties have agreed to the text announcement in advance of the joint press release announcing the execution of this Agreementits issuance. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives the restrictions set forth in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 5.8 shall not apply to any disclosure press release or other announcement (i) made by the Company with respect to or in connection with a Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement, (ii) made by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company or the Company Board in accordance with Section 5.4(b5.5(b) or Section 5.5(d) that a Company Acquisition Proposal constitutes, or may is reasonably likely to constitute, a Company Superior Proposal, or (Biii) made by the Company or Parent in accordance connection with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated hereby, provided, however, that in the case of the preceding clause (i) or (ii), to the extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including the contents of) its intended press release or other announcement, and (b) to the extent the content of any press release or other announcement has been previously approved and made in accordance with this AgreementSection 5.8, no separate approval shall be required in respect of such content to the extent such content is substantially replicated in a subsequent press release or other announcement or substantially consistent with a previously approved press release or announcement.

Public Disclosure. So long as The parties agree that the initial press release to be issued with respect to the execution and delivery of this Agreement is shall be in effect, neither Parent, nor the form mutually agreed upon by Parent and the Company. Prior to the Agreement Date or any earlier termination of this Agreement pursuant to the terms hereof, nor any the Company shall not, and the Company shall cause each of their respective affiliatesits Representatives not to, will disseminate issue any press release or other public announcement concerning communications (other than any communications permitted by Section 5.7 or in accordance with the communications plan approved by Parent) relating to the terms of this Agreement or the Mergers or use Parent’s name or refer to Parent directly or indirectly in connection with Parent’s relationship with the Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of Parent, unless required by applicable Law and except as reasonably necessary for the Company to obtain the Company Stockholder Approval and the other consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in Section 5.7 hereof or in the Confidentiality Agreement, (a) Parent may be permitted to make such public communications regarding this Agreement or the Mergers as reasonable and appropriate for a public reporting company and (b) the Company and its Affiliates may make such public communications regarding this Agreement or the Mergers as each may determine is reasonable and appropriate in the event of termination of this Agreement pursuant to the terms hereof or that are consistent with previous press releases or public announcements made in compliance with this Section 5.8. Notwithstanding anything in this Agreement to the contrary, following Closing and after the public announcement of the Mergers, the Merger Securityholder Representative shall be permitted to publicly announce on its website, subject to Parent’s prior written approval of such announcement, that it has been engaged to serve as the Securityholder Representative in connection with the Mergers as long as such announcement does not disclose any of the other terms of the Mergers or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreementherein.

Public Disclosure. So long as The Parties agree and acknowledge that the Company shall publish a public announcement and file a current report on Form 6-K in a form jointly approved by the Parties on or promptly after the date of this Agreement is in effect, neither Parent, nor describing the Company, nor any material terms of their respective affiliates, will disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except and the other Transaction Documents and in accordance with applicable Laws. Except as provided in the foregoing sentence, no press release or public announcement or any other filings concerning the transactions contemplated hereby or by any other Transaction Documents or by any Collaboration Documents may be required issued by Law or the rules of any listing authority (including the UKLA)Company, the UK Panel on Takeovers and Mergers Investor or any securities exchange, of their respective Affiliates without the prior written consent of each the Company (in the case of a press release or public announcement or any other filings by the Investor or any of its Affiliates) or the Investor (in the case of a press release or public announcement or any other parties hereto, filings by the Company or any of its Affiliates) (which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing), without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved except for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) or any other filings required by applicable Law or Governmental Authorities, in which case the Company Board has effected or the Investor, as the case may be, shall, to the extent permissible under applicable Laws, give the other Parties a reasonable opportunity to review and comment on such press release or public announcement or any Company Adverse Recommendation Change or other filings in advance of the issuance thereof, and shall have resolved to do so or (B) consider the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) other Parties’ comments in good faith. Notwithstanding the requirements of foregoing, this Section 6.4 4.6 shall not apply to any disclosure press release or public announcement or any other filings made by the Company or Parent of any information concerning this AgreementCompany, the Merger Investor or any of their respective Affiliates so long as the other information contained therein relating to the transactions contemplated hereby in connection with a determination or by (A) the Company any other Transaction Documents or by any Collaboration Documents has been previously announced or made public in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by terms of this Agreement.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliates, will disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding Without limiting any other provision of this Agreement, each of Globe and Acquiror, on the one hand, and the Company, on the other hand, shall (ia) no party will be required to consult with each other before issuing or otherwise making any public announcement with respect to this Agreement or the transactions contemplated hereby, (b) provide to each other party in connection with for review a copy of any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposalstatement, (Bc) Parent in accordance give each other the reasonable opportunity to review and comment upon, any press release or other public statements with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or respect to the transactions contemplated by this Agreement, including the Acquisition, (d) not issue any such press release or make any such public statement prior to such consultation and (e) consult with each other prior to making any filings with any third party and/or any Governmental Entity (including any national securities exchange or interdealer quotation service) with respect thereto, except as Globe, Acquiror or the Company may reasonably conclude may be required by applicable Law, rules of a stock exchange, or court process. Notwithstanding the foregoing, (i) each of the Company, Globe and Acquiror may make any public statement in response to questions from the press, analysts, investors or those attending industry conferences and make internal announcements to employees, so long as such statements are consistent with previous press releases, public disclosures or public statements made jointly by Globe and Acquiror, on the one hand, and the Company, on the other hand, (or individually, if approved by the other party if required pursuant to this Section 5.6), (ii) in the event that there has been a Change of Recommendation made in accordance with Section 5.4(d) hereof, neither the Company, on the one hand, nor Globe or Acquiror, on the other hand, will have any further obligation to consult with each other, and agree, before issuing any press release or otherwise making any public statement with respect to the Acquisition, this Agreement, the Scheme Document, the Offer Documents, the Schedule 14D-9 or any Acquisition Proposal, except to the extent provided under Section 5.2 with respect to the filings referred to therein and (iii) neither the Company, on the one hand, nor Globe or Acquiror, on the other hand, will have any further obligation under this Section 5.6 to provide any review or comment to the other party in the event of any material dispute between them relating to this Agreement. Prior to making any material, broad-based written communications to the employees of the Company or any Subsidiary of the Company generally that primarily relates to the transactions contemplated by this Agreement, the Company shall provide Globe with a copy of the intended communication and provide Globe with a reasonable period of time to review and comment on the communication. The Company, on the one hand, and Globe and Acquiror, on the other hand, agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the Company and Globe.

Public Disclosure. So long as From the date of this Agreement is until Closing or the termination of this Agreement in effectaccordance with its terms, neither Parentthe parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions contemplated hereby, nor and, except with respect to the CompanyProxy Statement and any amendments or supplements thereto in respect of which the terms set forth in Section 5.1 hereof shall apply, nor no party shall (and GBE and the Company shall cause the Target Companies not to) issue or otherwise make any of their respective affiliates, will disseminate any press release or other public announcement concerning or communication pertaining to this Agreement, the Merger Agreement or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, hereby without the prior consent of each GXXX (in the case of GBE, the Company or any Target Company) or the Company and GBE (in the case of GXXX), except as required by any legal requirement or by the rules and regulations of, or pursuant to, any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval from the other parties heretowith respect to any press release or public announcement. This provision will not apply to communications by any party to its counsel, which consent shall not be unreasonably withheld, conditioned or delayedaccountants and other professional advisors. The parties have agreed to the text of the joint press release announcing hereto agree that as promptly as practicable after the execution of this Agreement. Notwithstanding , GXXX will prepare and file a Current Report on Form 8-K pursuant to the foregoing, without Exchange Act to report the execution of this Agreement with respect to which the Company may review and comment upon prior consent of the other parties, each party (a) may communicate information to filing and that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information language included in such Current Report that reflects the Company’s comments, as well as any text as to which the Company has not commented upon after being given a press release or other document previously reasonable opportunity to comment, shall be deemed to have been approved for external distribution by the Company and may thereafter be used by GXXX in other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult filings made by it with the SEC and in other party documents distributed by GXXX in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this AgreementAgreement without further review or consent of the Company.

Public Disclosure. So long Unless otherwise required by law (in which case the ----------------- disclosing party shall employ best efforts to provide the other parties hereto with as this Agreement is in effect, neither Parent, nor much notice as possible under applicable law of the Company, nor any requirement of their respective affiliates, will disseminate any press release disclosure and the content of the disclosure) or other public announcement concerning by this Agreement, prior to the Merger Closing Date, no disclosure (whether or not in response to an inquiry) of the subject matter of or Acquisition and the other transactions contemplated by this AgreementAgreement shall be made unilaterally by Genius or Autodesk, except as may be required unless approved by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, party prior to any such release (which consent approval shall not be withheld unreasonably withheldand shall be given or refused promptly). Notwithstanding this Section 5.5 or anything else in this Agreement, conditioned or delayedthe parties hereto agree that Autodesk and Genius may publicly disclose this Agreement and the transactions contemplated hereby not earlier than May 4, 1998. The parties have agreed to Such disclosure may be in the text form of the joint issuance of the press release announcing release(s) substantially as set forth in Exhibit L ("APPROVED PRESS RELEASE(S)"), as well as providing question and --------- answer documents and other verbal and written information which is substantially consistent with the "APPROVED PRESS RELEASE(S)". Autodesk shall make best efforts to provide Genius and Xx. Xxxxxxx with as much notice as possible of the intended date of such public disclosure. Each party shall designate, concurrently with the execution of this Agreement. Notwithstanding , a primary contact person for resolving issues regarding the foregoing, without prior consent party's disclosure or confidentiality obligations under this Agreement as well as other issues which may arise as a result of the other parties, each party (a) may communicate information that is not confidential information public disclosure of any other party to financial analysts, investors the Acquisition and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with the provisions of this Section 5.4(b) that a Company Acquisition Proposal constitutes5.5. Until further notice, or may constituteXx. Xxxxxxx shall be such primary contact person for Genius and himself, a Company Superior Proposaland Xxxxxxx Xxxxxx shall be such primary contact person for Autodesk. Prior to any public announcement, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreementshall agree to contact, in strict confidence and in advance, certain persons or entities, such as Xxxxxx Publishing Company and the Merger or the transactions contemplated by this Agreementemployees of Genius, in a manner that is mutually acceptable to Genius and Autodesk.

Public Disclosure. So long Except as this Agreement is in effectprovided herein, neither Parent, nor the Company, nor any of their respective affiliates, will disseminate Purchaser and Seller shall consult with each other before issuing any press release or otherwise making any public statement or making any other public announcement concerning (or non-confidential) disclosure (whether or not in response to an inquiry) (a “Public Disclosure”) regarding the terms of this Agreement, the Merger or the other transactions contemplated hereby and the relationship between the Parties and their Affiliates in connection with such transactions, including with respect to the Business Collaboration Agreement and their joint venture arrangements, and neither Purchaser nor Seller shall make any Public Disclosure without the prior written approval of the other. In the event that any Public Disclosure is required by Applicable Law or by obligations pursuant to any listing agreement with any national or other recognized securities exchange, to the extent reasonably practicable, the Parties will reasonably cooperate to finalize such Public Disclosure, and obtain the consent of the Party entitled to consent thereon under this AgreementSection 6.3, except within the time required by such Applicable Law or listing agreement to make such public disclosure; provided that in no event shall the provisions of this Section 6.3 prevent a Party from timely making any Public Disclosure as may be required by Applicable Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any applicable securities exchange. In addition, Purchaser and Seller (and their respective Affiliates) may, without the prior consent of each of the other parties heretoParty, which consent shall issue or make any Public Disclosure that is consistent with and not be unreasonably withheld, conditioned or delayed. The parties have agreed to more expansive than any Public Disclosure that was previously made in compliance with the text of the joint press release announcing the execution terms of this AgreementSection 6.3. Notwithstanding For the avoidance of doubt, without prejudice to the foregoing, without prior consent of from and after the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate JV Closing the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements provisions of this Section 6.4 6.3 shall not apply to any press releases, public statements or other disclosure by Purchaser and its Affiliates to the Company extent regarding the operations of the Business, JV Holding Singapore or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this AgreementJV Subsidiary.

Public Disclosure. So long as Each of the Company and Parent shall consult with one another prior to issuing, and provide each other with the opportunity to review and comment upon, and receive the consent of the other for, any public announcement, statement or other disclosure with respect to this Agreement is in effect, neither Parent, nor or the Company, nor Merger and shall not issue any of their respective affiliates, will disseminate any press release or other such public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreementstatement prior to such consultation, except as may be required by Applicable Law or by the rules and regulations of any listing authority the Nasdaq (including in which event such party shall endeavor, on a basis reasonable under the UKLAcircumstances, to provide a meaningful opportunity to the other party to review and comment upon such public announcement or statement in advance and shall give due consideration to all reasonable additions, deletions or changes suggested thereto); provided that, the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties heretoCompany and Parent may make press releases, which consent public announcements or public statements concerning this Table of Contents Agreement or the Merger that consist solely of information previously disclosed in all material respects in previous press releases, public announcements or public statements made by Parent and/or the Company in compliance with this Section 6.10. Notwithstanding anything else to the contrary set forth in this Agreement, the Company shall not be unreasonably withheldrequired to provide Parent with an opportunity to review, conditioned comment or delayedapprove any statement, release or disclosure in response to or in connection with the receipt and existence of an Acquisition Proposal, its consideration of making or its making of a Company Board Recommendation Change or any matters related thereto. The parties have Company and Parent agree to issue the previously agreed to the text upon form of the joint press release announcing the execution and delivery of this Agreement promptly following the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement.

Public Disclosure. So long as The initial press release relating to this Agreement is will be a joint press release and thereafter, Parent and the Company shall consult with each other before issuing (or permitting any Affiliate to issue), and provide the other party the reasonable opportunity to review and comment upon (and shall consider in effectgood faith any reasonable comments made by the other party on), neither Parentany ASX announcements, nor the Company, nor any of their respective affiliates, will disseminate any press release or other public announcement statements with respect to (a) this Agreement or the Contemplated Transactions or (b) the other party’s (or its Subsidiaries’) respective business, financial condition or results of operations (a “Public Transaction Disclosure”), in each case, except (i) as required by applicable Law or a Governmental Body, (ii) as necessary to satisfy its disclosure obligations imposed by any applicable public stock exchange, the ASX Listing Rules, or any other similar self-regulatory organization or (iii) disclosures that contain only statements concerning this Agreement, Agreement or the Merger Contemplated Transactions or the other transactions contemplated by this Agreementparty’s (or its Subsidiaries’) respective business, except as may be required by Law financial condition or results of operations, in each case, that are consistent with and limited in all material respects to the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayedstatements contained in previous Public Transaction Disclosures. The parties have agreed to the text of the joint press release announcing the execution restrictions of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is Section 5.12 do not confidential information of any other party apply to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party communications in connection with any such press release or public announcement if (A) the Company Board has effected any and following a Company Adverse Recommendation Change made in compliance with Section 5.07 (solely for the period of time when such Company Adverse Recommendation Change remains in effect) or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company made in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, 5.08 (B) solely for the period of time when such Parent Adverse Recommendation Change remains in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreementeffect).

Public Disclosure. So long On or within five Business Day of the Execution Date, Vir and the Foundation shall issue a joint press release in a form mutually agreed to by Vir and the Foundation. In addition, if applicable, Vir shall file a Current Report on Form 8-K with the SEC within the time period required by such form and including such disclosures as required by such form with respect to this Agreement is and the transactions contemplated herein, such Current Report on Form 8-K to be in effecta form mutually agreed to by Vir and the Foundation. No other written release, neither Parentpublic announcement, nor disclosure or filing concerning the Company, nor any purchase of their respective affiliates, will disseminate any press release or other public announcement concerning this Agreementthe Shares, the Merger Gates Agreements or the other transactions contemplated hereby or thereby shall be issued, filed or furnished, as the case may be, by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, party without the prior written consent of each of the other parties hereto, party (which consent shall not be unreasonably withheld, conditioned or delayed. The ) and, except as set forth in this Section 8.13, the parties have agreed agree to keep the text terms of the joint press release announcing the execution of this AgreementGates Agreements confidential. Notwithstanding the foregoing, without prior consent the parties acknowledge and agree that applicable Law or the requirements of the other parties, each party (a) a national securities exchange or another similar regulatory body may communicate information that is not confidential information of any other require either party to financial analysts, investors and media representatives in file or otherwise disclose a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision copy of this Agreement, (i) no Agreement and/or the Side Letter. The party will be required to consult with make such filing or otherwise disclose shall notify the other party and shall provide the other party with at least three (3) days to request redactions thereof prior to making such filing or disclosure. The disclosing party shall use commercially reasonable efforts to procure confidential treatment of such proposed redactions pursuant to the Securities Act and the Exchange Act, in connection with each case as amended, and the rules, regulations and guidelines promulgated thereunder, or any such press release other applicable Law or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change rules, regulations or shall have resolved to do so or (B) guidelines promulgated hereunder; provided that the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 foregoing shall not apply prevent the party from making such public disclosures as it must make to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection comply with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreementapplicable Law.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor (a) The Parties have agreed upon the Company, nor any form of their respective affiliates, will disseminate any the press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing Party will issue following the execution of this Agreement. Notwithstanding From the foregoingAgreement Date until the Closing Date, no Party or their respective Affiliates or representatives will issue any public statement or communication regarding the subject matter of this Agreement or the Contemplated Transactions, including, if applicable, the termination of this Agreement and the reasons therefor, without prior the consent of the other partiesCompany (or after the Closing, each party the Seller Representative) and Parent, which consent will not be unreasonably conditioned, withheld or delayed; provided, however, that the Parties may (ai) may communicate make public statements and disclose information that is not confidential to the extent required by applicable Law, including any securities Laws, SEC rules or regulations or applicable stock exchange rules or requirements, and (ii) make public statements and disclose information in connection with the enforcement of any other party right or remedy relating to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and this Agreement or the Contemplated Transactions. (b) may disseminate In connection with the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this AgreementClosing, (i) no party Parent and the Seller Representative will mutually agree on a public statement(s) or press release(s) about the Contemplated Transactions and thereafter will be required permitted to consult respond to press inquiries consistent with the other party information set forth in connection with the public statement(s) or press release(s) and to make public statements and disclose information to the extent required by applicable Law, including any such press release securities Laws or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change applicable stock exchange rules or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so requirements and (ii) the requirements Seller Representative will cause the Company and the Sellers to use commercially reasonable efforts to provide as soon as reasonably practicable any information reasonably requested by Parent prior to the Closing to enable Parent to prepare and file all reports required to be filed by Parent pursuant to the Exchange Act and any other applicable securities Laws, and the rules and regulations of NASDAQ, as a result of the Closing. (c) From and after the Closing, the Sellers and the Seller Representative shall, and shall cause their respective Affiliates and representatives to, treat as confidential and not disclose or use, directly or indirectly, any and all non-public, confidential or proprietary information, trade secrets, knowledge or data about the Acquired Companies or Parent or its or their respective Affiliates (collectively, the “Confidential Information”), except to the extent that such information (i) is or becomes generally available to the public other than as a result of disclosure thereof by the Sellers, the Seller Representative or their respective representatives or (ii) is or becomes available to the Seller, the Seller Representative or their respective representatives from a source which is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If, after the Closing, any Seller or the Seller Representative is legally required to disclose any Confidential Information, it shall, (A) notify Parent as soon as reasonably practicable to permit Parent to seek a protective order or take other appropriate action and (B) cooperate as reasonably requested by Parent, at its sole cost and expense, in its efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded such Confidential Information. If, in the absence of a protective order, a Seller or the Seller Representative is compelled as a matter of Law to disclose Confidential Information to a third party, it may disclose to the third-party compelling disclosure only the portion of such Confidential Information as is required by Law to be disclosed. (d) From and after the Closing, Parent shall, and shall cause its respective Affiliates and representatives to, treat as confidential and not disclose or use, directly or indirectly, any and all non-public, confidential or proprietary information, trade secrets, knowledge or data about the Sellers or their respective Affiliates, which, for the avoidance of doubt, shall not include Parent or any Acquired Company (collectively, the “Seller Confidential Information”), except to the extent that such information (i) is or becomes generally available to the public other than as a result of disclosure thereof by Parent or its representatives or (ii) is or becomes available to Parent or its representatives from a source which is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If, after the Closing, Parent is legally required to disclose any Seller Confidential Information, it shall, (A) notify the Seller Representative as soon as reasonably practicable to permit the Seller Representative to seek a protective order or take other appropriate action and (B) cooperate as reasonably requested by the Seller Representative, at its sole cost and expense, in its efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded such Seller Confidential Information. If, in the absence of a protective order, Xxxxxx is compelled as a matter of Law to disclose Seller Confidential Information to a third party, it may disclose to the third-party compelling disclosure only the portion of such Seller Confidential Information as is required by Law to be disclosed. (e) Notwithstanding the foregoing, nothing in this Section 6.4 6.5 shall not apply to limit any disclosure by any Seller or its Affiliates or successors or permitted assigns, in its non-publicly distributed marketing materials and in any non-public update or communication to its limited partners, investors or prospective investors, financing sources, accountants, consultants and others (so long as such disclosure has a valid business purpose and the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination recipients are bound by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreementcustomary confidentiality provisions).

Public Disclosure. So The Company, Merger Sub and Parent agree that the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall each cause a separate press release announcing the execution and delivery of this Agreement, which shall not be issued prior to the approval of each of the Company and Parent. Thereafter, so long as this Agreement is in effect, neither Parent, Merger Sub nor the Company, nor any of their respective affiliates, Company will disseminate any press release or other public announcement concerning this Agreementthe Merger, the Merger Offer, this Agreement or the other transactions contemplated by this Agreementhereby to any third Person, except as may be required by Law or the rules of by any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities agreement with a national stock exchange, without the prior consent of each of the other parties hereto, which consent shall will not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoingNonetheless, without prior consent of the other parties, each party (a) may communicate information that is the restrictions set forth in this Section 6.3 will not confidential information of apply to any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution announcement (i) made by the other parties. Notwithstanding any other provision Company with respect to, or in connection with, a Company Adverse Recommendation Change effected by the Company Board of Directors in accordance with this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure made by the Company or Parent of any information with respect to, or in connection with, an Acquisition Proposal, (iii) made by the Company or Parent concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company or the Company Board of Directors in accordance with Section 5.4(b5.2(b) or 5.2(d) that a Company an Acquisition Proposal constitutes, or may constitute, constitutes a Company Superior Proposal, (Biv) Parent in accordance with by the Company as contemplated by Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal5.2(g), or (Cv) by the Company or Parent with respect to any dispute between the parties regarding hereto with respect to this Agreement, the Merger or the other transactions contemplated hereby; provided, however, that in the case of each of clause (i) or (iv) above, to the extent not prohibited by Law, the disclosing party gives the other party reasonable advance notice of (including contents of) its intended press release or other announcement, and (b) to the extent the content of any press release or other announcement has been previously approved and made in accordance with this AgreementSection 6.3, no separate approval will be required with respect to a subsequent press release or other announcement if substantially consistent with a previously approved press release or announcement.

Public Disclosure. So long as (a) Subject to Sections 6.7(b), 6.7(c) and 6.7(d), the Company shall not make any public disclosure or statement with respect to the Investor (which shall include the name, logo of, or otherwise references in any way, to the Investor or any of its Affiliates) without the prior written consent of the Investor. For greater certainty, "public disclosure" shall include press releases, any corporate presentations, conference materials, social media postings or other content available on any website maintained by the Company or any of its Affiliates. (b) If a party determines that it is required to publish or disclose the text of this Agreement is (or extracts hereof) in effectaccordance with any Applicable Law, neither Parentit shall incorporate any redactions proposed by the other party, nor to the Companyextent reasonable and permitted by Applicable Law prior to such disclosure; provided that, nor if the other party does not respond to a request for comments within three Business Days, the requesting party shall be entitled to make such public disclosure without the input of the other party. (c) Neither party shall, without the prior written consent of the other party, issue any news release or otherwise make any public disclosure of their respective affiliatesthe entering into of this Agreement or any the transactions contemplated hereby, will disseminate unless such party: (i) provides the other party with a reasonable opportunity to review and comment on the content of any press such news release or other public announcement concerning disclosure, in each case, insofar as it relates to this Agreement, Agreement and the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so hereby; and (ii) incorporates the requirements of other party's comments into the news release or other public disclosure, to the extent that the other party's comments are reasonable and compliant with Applicable Law. If the other party does not respond to a request for comment pursuant to this Section 6.4 6.7(a) within one Business Day, the requesting party shall not apply be entitled to any issue the news release or other public disclosure by without the input of the other party. (d) If the Company or Parent of any information concerning this Agreementdetermines that it is required, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutesApplicable Law, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties to publicly disclose information regarding this Agreement, the Merger or Investor and/or the transactions contemplated by this Agreementhereby (other than in accordance with Sections 6.7(b) or 6.7(c)), it shall provide the Investor with a reasonable opportunity to review and comment on the content of any such public disclosure. The Company shall incorporate the Investor's comments into the public disclosure to the extent the Investor's comments are reasonable and compliant with Applicable Law. If the Investor does not respond to a request for comments within five Business Days, the Company shall be entitled to issue the public disclosure without the input of the Investor.

Public Disclosure. So long as The Company shall file a Current Report on Form 8-K with the SEC (the “Current Report”) reporting the material terms of this Agreement is in effectprior to the consummation of the Business Combination. The Company shall not, neither Parentand shall cause its representatives to not, nor disclose any material non-public information to Magnetar Financial or any of the Investors concerning the Company, the Common Stock or the Business Combination, other than the existence of this Agreement, such that none of Magnetar Financial nor any Investor shall be in possession of any such material non-public information from and after the filing of the Current Report. Notwithstanding anything in this Agreement to the contrary, Xxxxxxxx Financial agrees that the Company shall have the right to publicly disclose the name of Magnetar Financial and the nature of Magnetar Financial’s commitments, arrangements and understandings under and relating to this Agreement in any Form 8-K filed by the Company with the SEC in connection with the execution and delivery of this Agreement, and any registration statement or proxy solicitation materials filed or amended on or after the date of this Agreement, to the extent such disclosure is required by law; provided that, prior to making any such required public disclosure, the Company shall use commercially reasonable efforts to (a) provide Magnetar Financial with three (3) Business Days to review the portion of the public disclosure that refers directly to Magnetar Financial’s commitment pursuant to this Agreement, and (b) incorporate any reasonable comments received from Magnetar Financial or its representatives within such three (3) Business Day period as to such public disclosures referring directly to Magnetar Financial’s commitment pursuant to this Agreement (it being understood, however, that with respect to the initial public disclosure as to the existence of this Agreement, such three (3) Business Day period may be reduced by the Company to a one (1) Business Day period). Notwithstanding anything in this Agreement to the contrary, neither the Company nor Magnetar Financial shall publicly disclose or include the name of Magnetar Financial, any of the Investors or any of their respective affiliates, will disseminate affiliates in any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, marketing materials without the prior written consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this AgreementMagnetar Financial.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliatesAffiliates, will shall disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Each party agrees to promptly (and in any event within two (2) days) make available to the other parties copies of any written communications made without prior consultation with the other parties. Notwithstanding any other provision of this Agreement, (i) no party will shall be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 6.5 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b5.3(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b5.4(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement. So long as this Agreement is in effect, each party agrees that it will not, and will cause its Representatives not to, engage in any discussions with the other party’s suppliers, customers, landlords, creditors, licensors, licensees, and other Persons having business relationships with such other party regarding the Merger or the other transactions contemplated by this Agreement without the prior consent of such other party.

Public Disclosure. So long as (a) The Parties agree that no public release, filing or announcement concerning this Agreement is in effect, neither Parent, nor or the Company, nor Related Agreements or the Transactions shall be issued by any Party or any of their respective affiliates, will disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, Affiliates without the prior written consent of each of the other parties heretoParent, the Company and the Parent Representative and InnoHold (which consent shall not be unreasonably withheld, conditioned or delayed. ), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The parties have agreed to Parties shall mutually agree upon and, as promptly as practicable after the text execution of the joint this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this AgreementAgreement (the “Signing Press Release”). Notwithstanding Promptly after the foregoing, without prior consent issuance of the other partiesSigning Press Release, each party the Parent shall file a Current Report on Form 8-K (athe “Signing Filing”) may communicate information that is with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not confidential information be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the second (2nd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any other party to financial analystsevent within four (4) Business Days thereafter), investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Parent shall file a Current Report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Company and the Parent Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company and the Parent Representative reviewing, commenting upon and approving such Closing Filing in any event no later than the second (2nd) Business Day after the Closing). In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other third party in connection with the Transactions, each Party shall, upon request by any such press release or public announcement if (A) other Party, furnish the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any Parties with all information concerning this Agreementthemselves, the Merger their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or the other transactions contemplated hereby advisable in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutesTransactions, or may constituteany other report, statement, filing, notice or application made by or on behalf of a Company Superior Proposal, (B) Parent Party to any third party and/ or any Governmental Authority in accordance connection with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this AgreementTransactions.

Public Disclosure. So long as Each of the Company and Parent shall consult with one another prior to issuing, and provide each other with the opportunity to review and comment upon, and receive the consent of the other for, any public announcement, statement or other disclosure with respect to this Agreement is in effect, neither Parent, nor or the Company, nor Merger and shall not issue any of their respective affiliates, will disseminate any press release or other such public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreementstatement prior to such consultation, except as may be required by Applicable Law or by the rules and regulations of any listing authority the Nasdaq (including in which event such party shall endeavor, on a basis reasonable under the UKLAcircumstances, to provide a meaningful opportunity to the other party to review and comment upon such public announcement or statement in advance and shall give due consideration to all reasonable additions, deletions or changes suggested thereto); provided that, the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties heretoCompany and Parent may make press releases, which consent public announcements or public statements concerning this Agreement or the Merger that consist solely of information previously disclosed in all material respects in previous press releases, public announcements or public statements made by Parent and/or the Company in compliance with this Section 6.10. Notwithstanding anything else to the contrary set forth in this Agreement, the Company shall not be unreasonably withheldrequired to provide Parent with an opportunity to review, conditioned comment or delayedapprove any statement, release or disclosure in response to or in connection with the receipt and existence of an Acquisition Proposal, its consideration of making or its making of a Company Board Recommendation Change or any matters related thereto. The parties have Company and Parent agree to issue the previously agreed to the text upon form of the joint press release announcing the execution and delivery of this Agreement promptly following the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement.

Public Disclosure. So long Except as this Agreement is required by Legal Requirements, judicial process and the rules and regulations promulgated by any Governmental Authority, no Loan Party or Affiliate thereof will in effect, neither Parent, nor the Company, nor any of their respective affiliates, will disseminate future issue any press release releases or other public announcement concerning disclosure using the name “Melody Business Finance, LLC” or the name of its Affiliates or any other Lender or its Affiliates or referring to this Agreement, the Merger Agreement or the other transactions Loan Documents without at least two (2) Business Days’ prior notice to Administrative Agent and such Lender, if applicable, and without the prior written consent of Administrative Agent and such Lender, if applicable (in each instance, such consent not to be unreasonably withheld or delayed). Each Loan Party expressly consents to and authorizes the publication by Administrative Agent and any Lender of a summary description of the transaction(s) contemplated by this AgreementAgreement in any format (including tombstones, except as deal listings or similar advertising materials), which may be required by Law published in one or more of financial or other industry periodicals, newspapers, reporting services, trade organizations, written promotional materials, Administrative Agent or Lender web site, etc. In addition, each Loan Party expressly consents to and authorizes Administrative Agent and Lenders to provide to financial or other industry periodicals, newspapers, reporting services or trade organizations information necessary and customary for inclusion of the rules of any listing authority (transaction(s) in league table measurements, including the UKLA)aggregate dollar value of the transaction. Notwithstanding anything to the contrary contained in this Section 18.8, any such publicity to be issued by Administrative Agent or any Lender contemplated pursuant to this Section 18.8 shall be sent to Parent for its prior written approval, such approval not to be unreasonably withheld or delayed; provided, however, that Parent shall have the right to disapprove in its sole discretion, the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby that has not been previously publicly disclosed in connection with a determination by its SEC Filings; and (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (Cy) any dispute between filing on Form 8-K by Parent or press release by any Loan Party pertaining to this transaction shall be sent to Administrative Agent for its prior review not less than two (2) Business Days prior to the parties regarding this Agreementdate such 8-K is required to be filed. Parent agrees to consider and, the Merger or the transactions contemplated unless securities counsel to Parent advises otherwise, implement, any reasonable comments on such 8-K received by this AgreementParent from Administrative Agent at least one (1) Business Day prior to such filing date.

Public Disclosure. So long as this Agreement is in effectThe Investor Parties and the Company shall consult with each other before issuing, neither Parentand give each other the opportunity to review and comment upon, nor the Company, nor any of their respective affiliates, will disseminate any press release or other public announcement concerning this Agreement, statements with respect to the Merger Transaction Documents or the other transactions contemplated by this AgreementTransactions, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by Law applicable Law, Judgment, court process or the rules and regulations of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers national securities exchange or any national securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayedquotation system. The parties have agreed to Investor and the text of Company agree that the joint press release announcing initial disclosure regarding the Transactions by each party following execution of this AgreementAgreement (such disclosures, the “Announcement”) shall be subject to review and reasonable agreement by the other party. Notwithstanding the foregoingforgoing, without prior consent of the other parties, each party (a) may communicate information that is this Section 5.02 shall not confidential information of apply to any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution public statement made by the other parties. Notwithstanding Company or the Investor Parties (a) which is consistent with the Announcement and does not contain any other provision information relating to the Transactions that has not been previously announced or made public in accordance with the terms of this AgreementAgreement or (b) is made in the ordinary course of business and does not relate specifically to the signing of the Transaction Documents or the Transactions. The Investor Parties shall, (i) no party will be required to and shall cause their respective Affiliates to, consult with the Company before issuing, and give each other party in connection the opportunity to review and comment upon, any press release or other public statements with respect to the Transaction Documents or the Transactions, and shall not, and shall cause their respective Affiliates not to, issue any such press release or make any such public announcement if (A) statement prior to such consultation, except as may be required by applicable Law, Judgment, court process or the Company Board has effected rules and regulations of any Company Adverse Recommendation Change national securities exchange or national securities quotation system. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, in no event shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of either this Section 6.4 shall not apply 5.02, Section 5.03 or any provision of the Confidentiality Agreement limit disclosure by any Investor Party or any of their Affiliates of ordinary course communications regarding this Agreement and the Transactions to its existing or prospective general and limited partners, equityholders, members, managers and investors of any Affiliates of such Person who are subject to a confidentiality obligation with respect thereto (provided that such parties agree to maintain the confidentiality of such Confidential Information and the Investor or the Investor Party disclosing such information will be responsible for any breach by the Person to whom such information was disclosed), or disclosing public information about the Transactions on their website in the ordinary course of business consistent with past practice or as part of any sales and Transfers to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreementco-investors.

Public Disclosure. So long as (a) Parent and the Company have, prior to the date hereof, agreed upon a joint press release regarding the existence or terms of this Agreement is in effectand the transactions contemplated hereby, and, prior to the Closing, neither Parent, the Company nor the Company, Parent shall (nor shall they permit any of their Subsidiaries or any of their respective affiliates, will disseminate representatives or advisors to) issue any other press release or make any other public announcement concerning this Agreement, statement or disclosure without the Merger or prior written approval of the other transactions contemplated by this Agreementparty, except as may be required by Law applicable Law, in which case the disclosing party shall provide the other party such advance notice as is reasonable under the circumstances prior to the making of, and shall consult with the other party regarding the form of, any such required disclosure. (b) Each Principal Shareholder and the Shareholders' Agent severally agrees that he or she shall not, prior to or following the rules Closing, issue any press release, make any other public statement or make any other disclosure to any third party (whether or not in response to an inquiry) regarding the existence and terms of any listing authority (including this Agreement and the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, transactions contemplated hereby without the prior consent written approval of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this AgreementParent. Notwithstanding the foregoing, without prior consent the Principal Shareholders may reveal the existence and terms of the other parties, each party this Agreement to their respective representatives and advisors (a) may communicate information that is not confidential information who need to know the terms of any other party to financial analyststhis Agreement for the purpose of evaluating the Merger, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate who are informed of the information included confidential nature of the Agreement and (c) who agree to act in a press release or other document previously approved for external distribution by accordance with the other parties. Notwithstanding any other provision terms of this AgreementSection 7.1 (such representatives and advisors, "Principal Shareholder Representatives"). (c) From the date hereof until that date that is two (2) years after the Closing Date, each Principal Shareholder and his or her respective Principal Shareholder Representatives severally agrees that he or she shall maintain in confidence and not use or disclose to any third party (i) no party will be required to consult with any confidential or proprietary information regarding the business operations, product formulations, processes, technical know-how or data, specifications, finances or other party in connection with any such press release or public announcement if (A) business matters of the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements terms of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or Agreement and the transactions contemplated hereby. Upon discovery by any Principal Shareholder or any of their Principal Shareholder Representatives that such Person is in possession of any such confidential or proprietary information, such Person shall promptly destroy or return to Parent such information without retaining any copies thereof except for copies that such Person is required to retain by applicable Law or professional obligation or to the extent such Person reasonably believes necessary to preserve any legal right. The Principal Shareholders shall be responsible for ensuring the compliance of their respective Principal Shareholder Representatives with the obligations in this AgreementSection 7.1(c) applicable to them. To the extent that any former Principal Shareholder Representative is subject to a confidentiality agreement with a Principal Shareholder with respect to confidential information subject to this Section 7.1(c), such Principal Shareholder shall undertake reasonable measures to enforce such confidentiality obligations, shall not waive such rights, or release such former Principal Shareholder Representative from its obligations with respect thereto, and, to the extent reasonably practicable, allow Parent to seek to enforce such rights directly. If any Principal Shareholder or any of their respective Principal Shareholder Representatives receives a request or is required (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar legal process or by regulatory agency or stock exchange or other applicable rules) to disclose all or any part of such confidential or proprietary information, each Principal Shareholder severally agrees that he or she shall, and shall undertake reasonable measures to ensure that his or her respective Principal Shareholder Representatives shall, promptly notify Parent of each such request or determination, to the extent practicable and not limited by Law or legal or regulatory process, so that Parent may seek a protective order or other appropriate remedy.

Public Disclosure. So long as The Consenting First Lien Noteholders and the Consenting Second Lien Noteholders hereby consent to the disclosure by the Company of the execution and contents of this Agreement is to the extent required by applicable law or regulation of any securities exchange or any governmental agency or to the Bankruptcy Court in effectconnection with the Bankruptcy Cases; provided, neither Parenthowever, nor that except as required by law or any rule or regulation of any securities exchange or any governmental agency or the CompanyBankruptcy Court, nor any the Company shall not, without the applicable Consenting First Lien Noteholder's or Consenting Second Lien Noteholder’s prior consent, (a) use the name of their respective such Consenting First Lien Noteholder or Consenting Second Lien Noteholder, as applicable, or his, her or its controlled affiliates, will disseminate officers, directors, managers, stockholders, members, employees, partners, representatives and agents in any press release or other public announcement concerning this Agreementfiling with the United States Securities and Exchange Commission or (b) disclose the holdings of any Consenting First Lien Noteholder or Consenting Second Lien Noteholder to any person. The Company, the Merger Consenting First Lien Noteholders and the Consenting Second Lien Noteholders shall (a) consult with each other before issuing any press release or otherwise making any public statement with respect to the other transactions contemplated by this Agreement, Agreement except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of extent contained in pleadings to be filed with the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without Bankruptcy Court which shall be subject to prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives review as provided in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (ib) no party will be required provide to consult with the other party in connection with Parties for review a copy of any such press release or public announcement if (A) statement except pleadings to be filed with the Company Board has effected any Company Adverse Recommendation Change or Bankruptcy Court which shall have resolved be subject to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so prior review as provided in this Agreement and (iic) not issue any such press release or make any such public statement prior to such consultation and review and the requirements receipt of this Section 6.4 shall not apply to any disclosure the prior consent of the Issuers, the Required Consenting First Lien Noteholders and the Required Consenting Second Lien Noteholders, unless required by the Company applicable law or Parent regulations of any information concerning applicable stock exchange or governmental authority except to the extent contained in pleadings to be filed with the Bankruptcy Court which shall be subject to prior review as provided in this Agreement, in which case, the Merger Party required to issue the press release or make the public statement shall, prior to issuing such press release or making such public statement, use his, her or its commercially reasonable best efforts to allow the other transactions contemplated hereby Parties reasonable time to comment on such release or statement to the extent practicable except to the extent contained in connection pleadings to be filed with a determination by (A) the Company Bankruptcy Court which shall be subject to prior review as provided in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliatesAffiliates, will disseminate any press release or other public announcement or disclosure concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any a national securities exchange, to the extent disclosed in or consistent with the Proxy Statement or in connection with ordinary course communications regarding this Agreement and the transactions contemplated hereby to their respective employees, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall consult with Parent prior to making any substantive communications to its employees or other constituents with respect to this Agreement and the transactions contemplated hereby to the extent the substance of such communications was not previously approved by Parent in connection with any prior communications, and shall consider in good faith the reasonable comments proposed by Parent. The parties hereto have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, the requirements of this Section 5.8 shall not apply to (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change in accordance with this Agreement or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby by this Agreement in connection with a determination by (A) the Company in accordance with Section 5.4(b5.5(b) or Section 5.5(d) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, or (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement; provided, however, that in the case of either of clauses (i) or (ii), to the extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including the contents of) its intended release, announcement or disclosure.

Public Disclosure. So long as this Agreement is in effectThe Investor Parties and the Company shall, neither Parentand shall cause their Affiliates to, nor consult with each other and Ignition Parent LP before issuing, and give each other the Companyreasonable opportunity to review and comment upon, nor any of their respective affiliates, will disseminate any press release or other public announcement concerning this Agreement, statements with respect to the Merger Transaction Documents or the other Transactions or the transactions contemplated by this the Apax Investment Agreement, and shall not, and shall cause their Affiliates not to, issue any such press release or make any such public statement prior to such consultation, except as may be required by Law applicable Law, Judgment, court process or the rules and regulations of any listing authority (including national securities exchange or national securities quotation system; provided that the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed initial announcement with respect to the text of Transaction Documents and the joint press release announcing Transactions shall be mutually agreed between the execution of this AgreementInvestor Parties and the Company. Notwithstanding the foregoingforgoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 5.04 shall not apply to any disclosure press release or other public statement made by the Company or Parent the Investor Parties (a) which 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 or (b) is made in the ordinary course of business and does not relate specifically to the signing of the Transaction Documents or the Transactions. Notwithstanding anything to the contrary in this Agreement (other than Section 5.05) or the Confidentiality Agreement, in no event shall either this Section 5.04 or any provision of the Confidentiality Agreement limit disclosure by any Investor Party and their respective Affiliates of ordinary course communications regarding this Agreement and the Transactions to its existing general and limited partners, equityholders, members, managers and investors of any information concerning this Agreement, the Merger Affiliates of such Person or the other transactions contemplated hereby any prospective partners or members of any Affiliate of or investment fund of such Investor Party in connection with a determination by (A) the Company syndication of the Supplemental Purchase, including disclosing information about the Transactions on their websites in accordance the ordinary course of business consistent with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreementpast practice.

Public Disclosure. So long as The Company will not, and will not permit its Representatives to, directly or indirectly, issue any statement or communication to any third Person (other than their respective Representatives, investors, members and partners that are bound by confidentiality restrictions) regarding the existence or subject matter of this Agreement is in effect, neither Parent, nor or the Company, nor transactions contemplated hereby (including with respect to any Claim or dispute arising out of their respective affiliates, will disseminate any press release or other public announcement concerning related to this Agreement, the Merger or the other transactions contemplated by this Agreementinterpretation, except as may be required by Law making, performance, breach or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, termination hereof) without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this AgreementParent. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change may issue communications regarding the existence or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements subject matter of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby to its securityholders, Employees, customers, suppliers and other parties to Contracts as reasonably necessary for the Company to maintain its business relationships with such Persons or to comply with its obligations under this Agreement; (b) any information may be disclosed in connection with enforcing the Company’s rights or defending against assertions by Parent to any Governmental Entity or other party involved in connection with any legal proceedings involving a determination by dispute between Parent and the Company concerning this Agreement, the Related Agreements or the transaction contemplated hereby or thereby; and (Ac) the Company may make statements to third parties (but not public statements or announcements) in accordance compliance with the terms of this Agreement (including Section 5.4(b5.4) to the extent that a Company Acquisition Proposal constitutes, such information has been made public by Parent. Parent will not issue any statement or may constitute, a Company Superior Proposal, communication to any third Person (Bother than its Representatives that are bound by confidentiality restrictions) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between regarding the parties regarding subject matter of this Agreement, the Merger or the other transactions contemplated by hereby (including with respect to any Claim or dispute arising out of or related to this Agreement, or the interpretation, making, performance, breach or termination hereof) without first consulting the Company, except that this restriction is subject to Parent’s and its Affiliates’ obligation to comply with applicable securities Laws and the rules of The NASDAQ Global Select Market. Notwithstanding the foregoing, Parent may, after consultation with the Company, issue communications regarding the existence or subject matter of this Agreement or the transactions contemplated hereby to its employees, customers and suppliers, as reasonably necessary for Parent to maintain its business relationships with such Persons or to comply with its obligations under this Agreement.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor None of the Company, nor on the one hand, or Parent, on the other hand, shall issue any of their respective affiliates, will disseminate any press public release or other make any public announcement concerning this Agreement, the Merger Agreement or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, Agreement without the prior written consent of each of the other parties hereto, (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). The parties have agreed to Company and Parent agree that the text of the joint press release announcing the execution and delivery of this AgreementAgreement shall be a joint release of, and shall not be issued prior to the approval of each of, the Company, on the one hand, and Parent on the other hand. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision foregoing provisions of this AgreementSection 5.7, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) Parent, its Representatives, the Company Board has effected any and its Representatives may make public releases or announcements concerning the transactions contemplated hereby that are not inconsistent with previous press releases or announcements made by Parent and/or the Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so in compliance with this Section 5.7 and (ii) the requirements of restrictions set forth in this Section 6.4 5.7 shall not apply to any disclosure by the release or announcement made or proposed following a Company Board Recommendation Change if related to such Company Board Recommendation Change or Parent of any information concerning this Agreement, the Merger Superior Proposal or the other transactions contemplated hereby Intervening Event in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreementtherewith.

Public Disclosure. So Parent and the Company shall mutually agree on the initial press release or releases with respect to the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor the Company, nor any of their respective affiliatesAffiliates, will disseminate shall issue any press release or other public announcement concerning this Agreementwith respect to the Merger, the Merger or the other transactions contemplated by this AgreementAgreement or this Agreement without the prior consent of the other party (such consent not to be unreasonably withheld), except as such press release or other announcement may be required by Law or the rules of any listing authority (including a national securities exchange or trading market on which such party’s Securities are listed, in which case the UKLA), party required to make the UK Panel on Takeovers and Mergers release or any securities exchange, without the prior consent of each of announcement shall use its reasonable best efforts to provide the other parties hereto, which consent shall not be unreasonably withheld, conditioned party with a reasonable opportunity to review and comment on such release or delayed. The parties have agreed to the text announcement in advance of the joint press release announcing the execution of this Agreementits issuance. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives the restrictions set forth in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 5.8 shall not apply to any disclosure press release or other announcement (i) made by the Company with respect to or in connection with a Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement or (ii) made by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company or the Company Board in accordance with Section 5.4(b5.5(b) or Section 5.5(d) that a Company Acquisition Proposal constitutes, or may is reasonably likely to constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated hereby, provided, however, that in the case of the preceding clause (i) or (ii), to the extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including contents of) its intended press release or other announcement, and (b) to the extent the content of any press release or other announcement has been previously approved and made in accordance with this AgreementSection 5.8, no separate approval shall be required in respect of such content to the extent such content is substantially replicated in a subsequent press release or other announcement or substantially consistent with a previously approved press release or announcement.