Common use of Publicity; Confidentiality Clause in Contracts

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the PurchaserPurchasers, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser Purchasers on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser Purchasers will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser Purchasers will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser Purchasers reasonably believes believe it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's Purchasers' or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict the any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser Purchasers in advance of such disclosure so as to permit the Purchaser Purchasers to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the PurchaserPurchasers, with the Purchaser Purchasers in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto (a) Neither Seller nor Buyer shall issue a publicity any press release or public announcement or otherwise make any public disclosure comment concerning this Agreement, Agreement or the transactions contemplated hereby or without obtaining the Purchaser, without prior written approval by of the other parties hereto(which approval will not be unreasonably withheld or delayed), unless and only to the extent, in the judgment of such party upon the advice of its counsel, disclosure is required by applicable Law (including the periodic reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or under the rules of any securities exchange on which the securities of such party or any of its Affiliates are listed; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure extent so required by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thatapplicable Law, the Purchaser will applicable party intending to make such release shall use its commercially reasonable efforts consistent with applicable Law to notify consult with the Company other party in advance of such disclosure so as release with respect to permit the Company text thereof. (b) Buyer acknowledges that the information provided to seek a protective order Buyer in connection with this Agreement and the transactions contemplated hereby is subject to the Nondisclosure Agreement, the terms of which are incorporated herein by reference. (c) Each of Seller and Buyer agrees that this Agreement and the Closing Agreements and the terms and conditions set forth herein and therein shall be kept confidential and shall not be disclosed or otherwise contest made available to any other Person and that copies of this Agreement and the Closing Agreements shall not be publicly filed or otherwise made available to the public, except (i) where such disclosure, availability or filing, upon the advice of counsel, is required by applicable Law (including the periodic reporting requirements under the Exchange Act) and only to the Purchaser will extent required by such Law or under the rules of any securities on which the securities of such party or any of its Affiliates are listed and (iii) disclosure by Seller of customary information to investors or potential investors in investment funds affiliated with, or advised directly or indirectly by, Silver Lake Group, L.L.C., who have agreed to keep such information confidential. In the event that such disclosure, availability or filing is required by applicable Law (other than any filing required by the Exchange Act or the Securities Act), each of Seller and Buyer agrees to use its commercially reasonable efforts to cooperate, at the expense obtain “confidential treatment” or similar treatment of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts Closing Agreements and to cooperate, at redact such terms of this Agreement and the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors Closing Agreements that either Seller or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsBuyer shall reasonably request.

Publicity; Confidentiality. (a) Except as may be required by applicable Requirements law or the rules of Lawany securities exchange or market on which shares of Common Stock are traded, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any Purchaser or the Purchaser Company from disclosing information (ai) that is already publicly available, (bii) that was known to such Purchaser or the Purchaser Company on a non-confidential basis prior to its disclosure by the CompanyCompany or such Purchaser, as the case may be, (ciii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thatthat such Purchaser or the Company, as the Purchaser case may be, will use reasonable efforts to notify the Company or the Purchaser, as the case may be, in advance of such disclosure so as to permit the Company or the Purchaser, as the case may be, to seek a protective order or otherwise contest such disclosure, and such Purchaser or the Purchaser Company, as the case may be, will use reasonable efforts to cooperate, at the expense of the Company, with the Company or the Purchaser, as the case may be, in pursuing any such protective order, (div) to the extent that such Purchaser or the Purchaser Company as the case may be reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (ev) to the such Purchaser's or the Company's 's, as the case may be, officers, directors, stockholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel or counsel, (fvi) to Persons from whom releases, consents who are parties to similar confidentiality agreements or approvals are required, or to whom notice is required to be provided, pursuant (vii) to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on prospective transferee who executes a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or confidentiality agreement in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance contemplated transfer of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsShares. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party hereto, prior to making such announcement such party will, to the extent practicable, deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon. (b) Unless substantially in the form previously disclosed, the Purchasers shall have the opportunity to review and reasonably modify any provision of any publicly release or public announcement or document which is to be released to the public or filed with the SEC, which provision mentions the Purchasers or any of their Affiliates, prior to the release of such document to the public or the filing of such document with the SEC.

Publicity; Confidentiality. Except (a) Seller and Buyer will consult with each other and will mutually agree upon any publication or press release of any nature with respect to this Agreement or the transactions contemplated hereby and shall not issue any such publication or press release prior to such consultation and agreement except as may be required by applicable Requirements Law or by any securities exchange, in which case the party proposing to issue such publication or press release shall make reasonable efforts to consult in good faith with the other party or parties and to provide the other party with a reasonable opportunity to comment on such publication or press release before issuing any such publication or press release and shall provide a copy thereof to the other party or parties prior to such issuance. The parties shall use reasonable efforts to consult in good faith with the other party or parties with respect to any Securities and Exchange Commission filing to be made in respect of Lawthe execution of this Agreement or otherwise in respect of the Transactions. (b) Except, none and to the extent, as may be requested or required by applicable Law (including securities laws of any jurisdiction and rules and regulations of any applicable securities exchange) or legal, judicial or regulatory process, from and after the date of this Agreement, the parties hereto shall issue each keep confidential and not directly or indirectly disclose to any third Person (other than its Affiliates, officers, directors, employees, attorneys, accountants, advisors, agents and other representatives, provided, that they shall be instructed to keep confidential) the terms and conditions of this Agreement and the Closing Agreements. (c) For a publicity release or public announcement or otherwise make any public disclosure concerning this Agreementperiod of three (3) years, from the Closing Date, Seller shall, and shall cause each of its Affiliates to, (a) treat all information relating to Buyer, the transactions contemplated hereby Sold Companies or the PurchaserBusiness as confidential, without prior approval preserve the confidentiality thereof, and not use or disclose to any Person such information (except as expressly permitted by this Agreement and the other parties heretoClosing Agreements) and (b) use reasonable best efforts to cause its directors, officers, employees, representatives or other agents who have had access to such information to keep it confidential and not to use or disclose to any Person any such information (except as expressly permitted by this Agreement and the other Closing Agreements); provided, however, that, all such information that nothing in this Agreement shall restrict constitutes trade secrets of the Purchaser from disclosing information Sold Companies that (ai) that is already publicly available, (b) that was known relate exclusively to the Purchaser on Business and (ii) are maintained by Seller as trade secrets as of the Closing Date, shall be subject to the foregoing requirements for as long as such information remains a non-trade secret under applicable Law. If the disclosure of such information is required by Law or by rules and regulations promulgated by a listing exchange, the Seller shall cooperate with and provide Buyer with an opportunity to object to the disclosure and shall give Buyer as much prior written notice as is possible under the circumstances. The Seller shall use its reasonable best efforts to obtain reliable assurance that confidential basis prior to its disclosure by the Company, (c) that may treatment will be required or appropriate in response accorded to any summons such information required by Law or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts such rules and regulations to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, be disclosed. (d) The provisions of Section 10.10(c) shall not apply to the extent any information that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, generally available to the public or becomes available to the public through no fault of the receiving party; (ii) that was known developed independently of and without reference to the Company on a non-confidential basis prior information relating to its disclosure by the Company, other party; (iii) that may be required received from a third party who had a legal right to disclose such information without restriction; or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, disclosed pursuant to the transactions contemplated by any of the Transaction Documentsapplicable Law or Order.

Publicity; Confidentiality. Except as This Agreement and the Purchasers’ investment in Holdings shall be kept confidential by the Purchasers and may not be disclosed to any third party or used, circulated, quoted or otherwise referred to in any document by the Purchasers or any of its affiliates, except with the prior written consent of Holdings; provided, that no such written consent is required for any disclosure of the existence or content of this Agreement to (i) the extent required by applicable Requirements law (provided, that the Purchasers will to the extent permitted by law provide Holdings an opportunity to review such required disclosure in advance of Lawsuch disclosure being made and shall accept any reasonable comments made by Holdings), none (ii) the extent required to enforce any rights under this Agreement and (iii) to, (x) from the date hereof until the Merger Closing, to the Purchasers’ current limited partners (and their respective advisors) about the subject matter of this Agreement in connection with customary informational, transactional or reporting activities in the ordinary course of the parties hereto shall issue a publicity Purchasers’ businesses at any time, and (y) after the Merger Closing, to the Purchasers’ current and prospective limited partners (and their respective advisors) about the subject matter of this Agreement in connection with customary fundraising, marketing, informational, transactional or reporting activities in the ordinary course of the Purchasers’ businesses at any time; provided, that with respect to clauses (x) and (y), that such recipients are bound by an obligation to keep such information confidential. Without limiting the foregoing, each Purchaser further acknowledges and agrees that the initial press release or public announcement or otherwise make any public disclosure concerning regarding the Merger, this Agreement, the transactions contemplated hereby or the Purchaserthereby, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's Holdings or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) Company shall refer to Persons from whom releases, consents or approvals are required, or such investment as a minority investment and to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on each such Purchaser as a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsminority investor.

Publicity; Confidentiality. (a) Except as may be required by applicable Requirements law or the rules of Lawany securities exchange or market on which shares of Common Stock are traded, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaserbusiness and financial affairs of Integra, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the any Purchaser from disclosing information (ai) that is already publicly available, (bii) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the CompanyIntegra, (ciii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company Integra in advance of such disclosure so as to permit the Company Integra to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the CompanyIntegra, with the Company Integra in pursuing any such protective order, (div) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (ev) to the such Purchaser's or the Company's officers, directors, stockholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel or counsel, (fvi) to Persons from whom releases, consents who are parties to similar confidentiality agreements or approvals are required, or to whom notice is required to be provided, pursuant (vii) to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or prospective transferee in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance contemplated transfer of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsSecurities. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon. (b) The Purchasers shall have the opportunity to review and modify any provision of any publicly release or public announcement or document which is to be released to the public or filed with the SEC, which provision mentions Xxxxx Fund Management LLC or any of its Affiliates, prior to the release of such document to the public or the filing of such document with the SEC.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none (a) None of the parties hereto Members shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or any information or materials received or otherwise relating to the PurchaserCompany or the Company Subsidiaries, any understandings, agreements or other arrangements between or among the parties, and any other non-public information received from or otherwise relating to the Company or the Company Subsidiaries (regardless of whether such information or materials have been designated by the Board or any other Person as confidential) without prior approval by the other parties hereto; providedBoard. (b) Notwithstanding the foregoing, however, that nothing in this Agreement shall restrict any of the Purchaser parties from disclosing information (ai) that is already publicly available, (bii) that was known to the Purchaser such party on a non-confidential basis prior to its disclosure by the Companyanother party, (ciii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will that such party shall use reasonable efforts to notify the Company disclosing party in advance of such disclosure so as to permit the Company disclosing party to seek a protective order or otherwise contest such disclosure, and the Purchaser will such party shall use reasonable efforts to cooperate, at the expense of the Companydisclosing party, with the Company disclosing party in pursuing any such protective order, (div) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of applicable Law, (ev) to the Purchaser's or the Company's officers, directors, stockholdersmanagers, officers, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by of any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableparties hereto, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iiivi) that may be required or reasonably appropriate in response to any summons request from a Governmental Authority with jurisdiction over such party, (vii) as part of such Member’s or subpoena its Affiliates reporting to their respective investors in the ordinary course of business, or in connection with such Member’s or its Affiliates’ normal fund raising, and marketing activities, in each case, consisting of (X) information about the investment, (Y) financial-related information and (Z) a general description of the Company’s business and so long as any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance recipient of such information is subject to customary confidentiality obligations to such Member or Affiliate, (viii) to potential third-party purchasers of a Member’s Units, or (ix) as part of general public disclosure so as made by Parent pursuant to permit the Purchaser to seek a protective order or otherwise contest such disclosure, applicable Canadian securities laws and consistent with its past practice. Each Member and the Company will use reasonable efforts to cooperate, at acknowledges and agrees that the expense certain of the PurchaserMembers and their respective Affiliates may currently be invested in, may invest in, or may consider investments in companies that compete either directly or indirectly with the Purchaser Parent and its Subsidiaries, or operate in pursuing the same or similar business as the Parent and its Subsidiaries, and that nothing herein shall be in any way construed to prohibit or such protective order)Members or their respective Affiliates’ ability to maintain, (iv) to make or consider such other investments; provided, however, that no confidential information regarding the Company or the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors ’s Subsidiaries is used or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsdisclosed in connection with such activities.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Investors or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; providedPROVIDED, howeverHOWEVER, that nothing in this Agreement shall restrict any of the Purchaser Investors from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser such Investor on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser that such Investor will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser such Investor will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser such Investor reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchasersuch Investor's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by the Transaction Documents. If any announcement is required by any Requirement of Law to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon; PROVIDED, HOWEVER, that the Investors may file an amendment to their Schedule 13D and Forms 4 with the Commission without either soliciting any comments from any of the Transaction Documents; providedother parties hereto or delivering a copy of such filings to any of the other parties hereto, further, except as required by law or regulation. Each of the Investors acknowledge that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a if such Investor becomes aware of material non-confidential basis prior public information, such Investor's ability to its disclosure by the Company, (iii) that may be required or appropriate trade in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to securities may be provided, pursuant to the transactions contemplated by any of the Transaction Documentsrestricted.

Publicity; Confidentiality. Except 18.1. The parties shall cooperate on determining the manner in which any public announcements or similar publicity with respect to this Agreement or the transactions contemplated herein are made, provided that nothing herein shall prevent either party from making such public announcements as may be required by applicable Requirements law, in which case the party issuing such statement or communication shall use all reasonable commercial efforts to advise the other party prior to such issuance. 18.2. The Target Entity, Acquiring Entity, OFI Global, OFI SteelPath and IAI (for purposes of Lawthis Section 18, none the “Protected Persons”) will hold, and will cause their board members, officers, employees, representatives, agents and affiliates to hold, in confidence, and not disclose to any other person, and not use in any way except in connection with the transactions herein contemplated and the conduct of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning business of the Acquiring Funds in the ordinary course following the consummation of such transactions, without the prior written consent of the other Protected Persons, all confidential information obtained from the other Protected Persons in connection with the transactions contemplated by this Agreement, except such information may be disclosed: (i) to governmental or regulatory bodies, and, where necessary, to any other person in connection with the transactions obtaining of consents or waivers as contemplated hereby by this Agreement; (ii) if required by court order or the Purchaser, without prior approval by the other parties heretodecree or applicable law; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (aiii) that if it is publicly available through no act or failure to act of such party; (iv) it if was already publicly available, (b) that was known to the Purchaser such party on a non-confidential basis prior to its disclosure by on the Company, date of receipt; (cv) that may be required or appropriate in response to any summons or subpoena during the course of or in connection with any litigation, provided thatgovernment investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the Purchaser will use reasonable efforts to notify the Company in advance failure of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any hereby to be consummated; or (vi) if it is otherwise expressly provided for herein. 18.3. In the event of a termination of this Agreement, the Protected Persons agree that they along with their employees, representative agents and affiliates shall, and shall cause their affiliates to, except with the prior written consent of the Transaction Documents; providedother Protected Persons, furtherkeep secret and retain in confidence, that nothing in and not use for the benefit of itself or themselves, nor disclose to any other persons, any and all confidential or proprietary information relating to the other Protected Persons and their related parties and affiliates, whether obtained through their due diligence investigation, this Agreement shall restrict any party from disclosing or otherwise, except such information may be disclosed: (i) that is already publicly available, if required by court order or decree or applicable law; (ii) that if it is publicly available through no act or failure to act of such party; (iii) if it was already known to the Company such party on a non-confidential basis prior to its disclosure by on the Company, date of receipt; (iiiiv) that may be required or appropriate in response to any summons or subpoena during the course of or in connection with any litigation (provided thatlitigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense failure of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) transactions contemplated hereby to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel be consummated; or (v) to Persons from whom releases, consents or approvals are required, or to whom notice if it is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsotherwise expressly provided for herein.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none None of the parties hereto shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning (i) the provisions of this Agreement, the other Transactions Documents or the transactions contemplated hereby or thereby, (ii) the Purchasernegotiations relating to this Agreement or the other Transaction Documents, or (iii) the information of the other parties received during the negotiations and execution of this Agreement and the other Transaction Documents without prior written approval by the other parties heretoCompany and the Investors; provided, however, that nothing in this Agreement shall restrict the Purchaser any party from disclosing information (a) that is already publicly availableavailable and not as a result of a breach of this Section 10.12, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigationby applicable Requirements of Law, provided that, the Purchaser that such party will use reasonable efforts to (i) notify the Company other party in advance of such disclosure so as to permit the Company other party to seek a protective order or otherwise contest such disclosure, and the Purchaser such party will use reasonable efforts to cooperate, at the expense of the Companyother party, with the Company other party in pursuing any such protective order, and/or (dii) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with obtain confidential treatment of any Requirement of Lawinformation so disclosed, (ec) to the Purchaser's or the Company's such party’s officers, directors, stockholdersshareholders, investors, advisors, employees, members, partners, controlling PersonsControlling persons, auditors or counsel (as well as bona fide prospective lenders, investors, partners and advisors as long as such parties are subject to appropriate nondisclosure obligations) as may be reasonably required, or (fd) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict Documents or any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance Requirement of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsLaw.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Lenders or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Lenders from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser such Lender on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser that such Lender will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser such Lender will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser such Lender reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchasersuch Lender's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict . If any announcement is required by any Requirement of Law to be made by any party from disclosing information (i) that is already publicly availablehereto, (ii) that was known prior to making such announcement such party will deliver a draft of such announcement to the Company on a non-confidential basis prior other parties and shall give the other parties reasonable opportunity to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense comment thereon. Each of the PurchaserLenders acknowledge that if such Lender becomes aware of Material Non-Public Information, with the Purchaser such Lender's ability to trade in pursuing any such protective order), (iv) to the Company's officerssecurities and to participate, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of extent otherwise eligible, in the Transaction DocumentsRights Offering would be restricted.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of Each Shareholder covenants with the parties hereto Company that it shall not issue a publicity release or public announcement or otherwise directly or indirectly make any public disclosure concerning this Agreement, the transactions contemplated hereby Agreement or the Purchaserbusiness, technology, proprietary data or financial affairs of the Company (which shall include all Director Data, without prior written approval by of the other parties heretoBoard (which it may grant or withhold in its sole discretion); providedPROVIDED, howeverHOWEVER, that nothing in this Agreement shall restrict any of the Purchaser Shareholders from disclosing information (a) that is already publicly availableavailable through no breach by such Shareholder or any of its Affiliates, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser PROVIDED that such Shareholder will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser such Shareholder will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (dc) to the extent that the Purchaser such Shareholder reasonably believes it appropriate in order to protect its investment in the Purchased Stock its Shares or in order to comply with any Requirement of LawLaw (such disclosure not to include any Director Data under any circumstances), or (ed) to the Purchasersuch Shareholder's or the Company's officers, directors, stockholdersshareholders, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel (provided that the Shareholder shall be responsible for ensuring that any subsequent disclosure by such person complies with this Section 9.3 and shall be responsible for any breach hereof by any such Person) or (fe) to Persons Government Authorities from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any Requirement of the Transaction Documents; providedLaw provided that such applications for any release, further, that nothing in this Agreement consent or approval shall restrict any party from disclosing information (i) that is already publicly available, not include any Director Data and (ii) shall be made confidentially or under request for confidential treatment unless such a procedure is not provided for by the Government Authority; and PROVIDED FURTHER, that was known to a Shareholder may disclose that it is an investor in the Company and include on a non-confidential basis prior to its disclosure by worldwide web page, the name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense name of the PurchaserChief Executive Officer of the Company, with a brief description of the Purchaser in pursuing any such protective order)business of the Company, (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of its investment in the Company. If any announcement is required by any Requirement of Law to be providedmade by any party hereto (other than the Company), pursuant prior to making such announcement such party will deliver a draft of such announcement to the transactions contemplated by any of other parties (including the Transaction DocumentsCompany) and shall give the other parties reasonable opportunity to comment thereon.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none None of the parties hereto shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning (i) the provisions of this Agreement, the other Transactions Documents or the transactions contemplated hereby or thereby, (ii) the Purchasernegotiations relating to this Agreement or the other Transaction Documents, or (iii) the information of the other parties received during the negotiations and execution of this Agreement and the other Transaction Documents without prior written approval by the other parties heretoCompany and the Investor; provided, however, that nothing in this Agreement shall restrict the Purchaser any party from disclosing information (a) that is already publicly availableavailable and not as a result of a breach of this Section 10.12, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigationby applicable Requirements of Law, provided that, the Purchaser that such party will use reasonable efforts to (i) notify the Company other party in advance of such disclosure so as to permit the Company other party to seek a protective order or otherwise contest such disclosure, and the Purchaser such party will use reasonable efforts to cooperate, at the expense of the Companyother party, with the Company other party in pursuing any such protective order, and/or (dii) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with obtain confidential treatment of any Requirement of Lawinformation so disclosed, (ec) to the Purchaser's or the Company's such party’s officers, directors, stockholdersshareholders, investors, advisors, employees, members, partners, controlling PersonsControlling persons, auditors or counsel (as well as bona fide prospective lenders, investors, partners and advisors as long as such parties are subject to appropriate nondisclosure obligations) as may be reasonably required, or (fd) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict Documents or any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance Requirement of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsLaw.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or No public announcement or otherwise make any public disclosure concerning may be made by any Party with respect to the subject matter of this Agreement, the transactions contemplated hereby Agreement or the Purchaser, Contemplated Transactions without the prior approval by written consent of the other parties heretoParty; provided, however, provided that nothing in the provisions of this Agreement Section 7.4 shall restrict the Purchaser from disclosing information not prohibit (a) that is already publicly availableany disclosure required by any applicable Law (including Canadian and U.S. federal and state securities Laws and the rules of any stock exchange on which the securities of Parent are posted for trading applicable public company reporting requirements), in which case the disclosing Party will provide the other Parties with the opportunity to review and comment in advance of such disclosure, if legally permissible upon the advice of outside legal counsel, (b) that was known any disclosure to the Purchaser on a non-confidential basis prior to its disclosure by the Companyany Securityholder, (c) that may be required or appropriate in response any disclosure to any summons Representative of any Securityholder who needs to know such information for the purpose of evaluating the Contemplated Transactions, (d) any disclosure made in connection with the enforcement of any right or subpoena remedy relating to the Transaction Documents or the Contemplated Transactions or (e) any disclosure by a Securityholder as part of such Securityholder’s ordinary course reporting or review procedure or in connection with any litigationsuch Securityholder’s ordinary course fundraising, provided marketing, information or reporting activities. Parent hereby acknowledges and agrees that, unless the Purchaser Merger is consummated, Parent shall be bound by all of the terms and provisions of the Confidentiality Agreement. Notwithstanding the foregoing, if Parent is required under applicable securities Laws (including applicable public company reporting requirements) to disclose any of the foregoing, Parent will (a) use reasonable efforts to notify provide the Company in with advance notice of such disclosure so as to permit or filing requirement and a copy of the proposed filing and (b) consider in good faith any comments provided by the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, its Representatives with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing respect thereto. Notwithstanding anything in this Agreement to the contrary, following the Closing and the public announcement of the Merger by Curaleaf, the Seller Representative shall restrict any party from disclosing information be permitted to (i) publicly announce that is already publicly available, it has been engaged to serve as the Seller Representative in connection with the Merger as long as such announcement does not disclose any other information related to the Merger or the Contemplated Transactions; (ii) disclose information as required by Law, provided that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will Seller Representative shall use commercially reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, Curaleaf and the Company will use prior to any such disclosure of the nature thereof and shall take all reasonable efforts to cooperate, at retain the expense of the Purchaser, with the Purchaser in pursuing any such protective order), confidentiality thereof; or (iviii) disclose to the Company's officers, directors, stockholdersemployees, advisors, employees, controlling Persons, auditors agents or counsel or (v) consultants of the Seller Representative such information as is necessary to enable such Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant perform their respective obligations hereunder and to the transactions contemplated by any of the Transaction DocumentsSecurityholders, in each case who have a need to know such information, provided that such Persons are subject to confidentiality obligations with respect thereto.

Publicity; Confidentiality. Except as may be required by applicable Requirements Each Party shall maintain the confidentiality of Law, none all information or data of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval nature (“Information”) provided to it by the other parties Party hereto; provided, howeverprovided such Information contains a conspicuous marking identifying it as “Confidential” or “Proprietary” or is inherently of a confidential nature (e.g., that nothing in customer or cost data). For purposes of this Article, this Agreement and all of its Annexes shall restrict be considered “Confidential”. Each Party shall use the Purchaser from same efforts (but in no case less than reasonable efforts) to protect the Information it receives hereunder as it accords to its own Confidential Information. The above requirements shall not apply to Information which is already in the possession of the receiving Party through no breach of an obligation of confidentiality to the disclosing information (a) that Party or any third party, is already publicly availableavailable through no breach of this Agreement or has been previously independently developed by the receiving Party. This Agreement shall not prevent any disclosure of Information pursuant to applicable law or regulation, (b) provided that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thatmaking such disclosure, the Purchaser will receiving Party shall use reasonable efforts to notify and obtain consent from the Company in advance disclosing Party of such disclosure so as to permit the Company to seek a protective order or otherwise contest such this required disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) . Mobius may also disclose this Agreement without annexes to the extent necessary to enforce its rights in court. Each Party acknowledges that its breach or threatened breach of this Section may cause the Purchaser reasonably believes it appropriate in order to protect its investment Disclosing Party irreparable harm, which would not be adequately compensated by monetary damages. Accordingly, in the Purchased Stock event of any such breach or threatened breach, the Receiving Party agrees that equitable relief, including temporary or permanent injunctions, is an available and appropriate remedy in order addition to comply with any Requirement of Law, (e) legal remedies to which the Purchaser's or Disclosing Party may be entitled. At the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any request of the Transaction Documents; provided, further, that nothing in Disclosing Party upon termination of this Agreement shall restrict or at any party time or from disclosing information (i) that is already publicly available, (ii) that was known time to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thattime thereafter, the Company will use reasonable efforts to notify the Purchaser receiving Party shall, as promptly as practicable and in advance all cases within five (5) days of such disclosure so as request, deliver to permit the Purchaser to seek a protective order Disclosing Party all Confidential Information of Disclosing Party then in Receiving Party’s possession or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsunder Receiving Party’s control.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserfinancial affairs or proprietary information of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares or in order to comply with any Requirement of Law, (e) to the such Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsRegistration Rights Agreement; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to GAP LLC and ICP may disclose on their worldwide web pages the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thatthe name of the Chief Executive Officer of the Company, a brief description of the business of the Company and the aggregate amount of each of the Purchasers' investment in the Company. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party hereto, prior to making such announcement such party will use reasonable efforts to notify the Purchaser in advance deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other parties and shall give the other parties reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, Agreement or any party hereto without the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigationlitigation or arbitration, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (dc) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock or in order to comply with any Requirement of Law, (ed) to the such Purchaser's ’s or the Company's ’s officers, directors, stockholdersshareholders, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel counsel, (e) to any Person that is reasonably necessary in connection with a proposed acquisition of the Subscribed Shares from the Purchasers or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any Requirement of the Transaction Documents; providedLaw, and provided further, that nothing in this Agreement shall restrict any party from disclosing Purchaser may disclose, with the Company’s prior approval and opportunity to review (except for such information (i) that is already publicly availablepublic on such Purchaser’s worldwide web page), (ii) that was known to on its worldwide web page, the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thatthe name of the Chief Executive Officer of the Company, a brief description of the business of the Company, the Company Company’s logo and the aggregate amount of the Purchasers’ investment in the Company. If any announcement is required by any Requirement of Law to be made by any party hereto, prior to making such announcement such party will use reasonable efforts to notify the Purchaser in advance deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other parties and shall give the other parties reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Publicity; Confidentiality. Except (a) Prior to the Closing and except as may be required by applicable Requirements of Lawprovided in Sections 6.4(b) and (c), none of the parties hereto no Party shall (or permit any Affiliate or any Representative thereof to) issue a publicity press release or make any other public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby by this Agreement without the prior written consent of the Company and Buyer. After the Closing, and except as provided in Section 6.4(c), no press releases related to this Agreement and the transactions contemplated herein, or other public announcements to the Purchaseremployees, patients/payors, referral sources, vendors or suppliers of Company and its Subsidiaries, will be issued without prior the approval by the other parties heretoof Buyer (which approval, in each case, shall not be unreasonably withheld, conditioned or delayed); provided, however, Buyer shall first permit the Seller Representative a reasonable opportunity to review and comment on the press release proposed to be issued by Buyer upon consummation of the Closing. Notwithstanding anything herein to the contrary, following Closing and the public announcement (if any) of the Merger, the Seller Representative shall be permitted to announce that nothing it has been engaged to serve as the Seller Representative in this Agreement shall restrict connection herewith as long as such announcement does not disclose any of the Purchaser from disclosing information (a) that is already publicly available, other terms hereof. (b) Upon execution of this Agreement, the Parties have agreed that was known (i) a mutually agreeable public announcement will be made, and (ii) the Parties will implement a mutually agreed joint communication plan to payors, the counterparties to the Purchaser on a non-confidential basis prior to Company Joint Ventures, referral sources, vendors and suppliers of the Company and its disclosure by the Company, Subsidiaries. (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thatNotwithstanding the foregoing, the Purchaser provisions of this Section 6.4 shall not prohibit (i) any disclosure required by applicable Law or the rules or regulations of the United States or foreign securities exchange (in which case the disclosing Party will use reasonable efforts provide the other Parties with the opportunity to notify the Company review and comment in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available), (ii) that was known any disclosure to the Company on a non-confidential basis prior to its disclosure by the Companyany Security Holder, (iii) that may be required or appropriate in response any disclosure to any summons Representative of any Security Holder who needs to know such information for the purpose of evaluating the Contemplated Transactions or subpoena or (iv) any disclosure made in connection with the enforcement of any litigation (provided thatright or remedy relating to the Transaction Documents or the Contemplated Transactions; provided, however, any information disclosed to the Company will use reasonable efforts Security Holders or their Representatives by the parties to notify the Purchaser in advance Confidentiality Agreement shall remain subject to the terms of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense Section 4 of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsConfidentiality Agreement.

Publicity; Confidentiality. (a) Except as may be required by applicable Requirements law or the rules of Lawany securities exchange or market on which shares of Common Stock are traded, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaserbusiness and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any Purchaser or the Purchaser Company from disclosing information (ai) that is already publicly available, (bii) that was known to such Purchaser or the Purchaser Company on a non-confidential basis prior to its disclosure by the CompanyCompany or such Purchaser, as the case may be, (ciii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thatthat such Purchaser or the Company, as the Purchaser case may be, will use reasonable efforts to notify the Company or the Purchaser, as the case may be, in advance of such disclosure so as to permit the Company or the Purchaser, as the case may be, to seek a protective order or otherwise contest such disclosure, and such Purchaser or the Purchaser Company, as the case may be, will use reasonable efforts to cooperate, at the expense of the Company, with the Company or the Purchaser, as the case may be, in pursuing any such protective order, (div) to the extent that such Purchaser or the Purchaser Company, as the case may be, reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (ev) to the such Purchaser's or the Company's 's, as the case may be, officers, directors, stockholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel or counsel, (fvi) to Persons from whom releases, consents who are parties to similar confidentiality agreements or approvals are required, or (vii) to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or prospective transferee who executes a confidentiality agreement in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance contemplated transfer of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsShares. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party hereto, prior to making such announcement such party will, to the extent practicable, deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon. (b) Unless substantially in the form previously disclosed, the Purchasers shall have the opportunity to review and reasonably modify any provision of any public announcement or document which is to be released to the public or filed with the SEC, which provision mentions the Purchasers or any of their Affiliates, prior to the release of such document to the public or the filing of such document with the SEC.

Publicity; Confidentiality. Except as may be required by any applicable Requirements Requirement of Law, none of neither the parties hereto Company nor any Stockholder shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby any Stockholder or the Purchaserbusiness, technology and financial affairs of the Company without the prior approval by of the other parties heretoto this Agreement; provided, however, that nothing in this Agreement shall restrict the Purchaser Company or any Stockholder from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any a valid summons or subpoena subpoena; provided that the Company or in connection with any litigationsuch Stockholder, provided thatas the case may be, the Purchaser will use reasonable efforts to notify the Company other parties to this Agreement in advance of such disclosure so as to permit the Company other parties to this Agreement to seek a protective order or otherwise contest such disclosure, and the Purchaser Company or such Stockholder, as the case may be, will use reasonable efforts to cooperate, at the expense of the Company, cooperate with the Company other parties to this Agreement in pursuing any such protective order, (dc) to the extent that necessary for the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order Company or such Stockholder to comply with any Requirement of LawLaw (except for any subpoena, summons or similar legal or regulatory process, in which case clause (b) shall apply), (ed) to the Purchaser's such Stockholder’s or the Company's ’s officers, directors, stockholders, investors, lenders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (fe) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, provided pursuant to the transactions contemplated by any Requirement of the Transaction DocumentsLaw; provided, furtherthat, that nothing any potential recipient of information pursuant to clause (c), (d) or (e) of this Section 15.2 shall have, prior to disclosure and receipt of such information, been advised by the disclosing party of the confidential nature of such information and agreed in this Agreement shall restrict writing to be bound by a confidentiality agreement in form and substance reasonably satisfactory to the non-disclosing parties and consistent with the terms hereof. If any announcement or disclosure is required by any Requirement of Law to be made by any party from disclosing information (i) that is already publicly availablehereto, (ii) that was known to the Company on a non-confidential basis prior to its making such announcement or disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company such party will use reasonable efforts to notify the Purchaser in advance deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors other parties to this Agreement and give the other parties to this Agreement reasonable opportunity to comment thereon prior to its release or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsdisclosure.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto (a) Buyer and Sellers shall issue a publicity consult with each other before issuing any press release or public announcement statement with respect to this Agreement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby (other than the Proxy Statement) and shall not issue any such press release or make any such public statement without the Purchaser, without prior approval by written consent of the other parties heretoparty, which consent shall not be unreasonably withheld or delayed; provided, however, that nothing Buyer, Eastern (in this Agreement shall restrict its capacity as general partner of Eastpoint) or Eastpoint may, without the Purchaser from disclosing information prior written consent of Eastern (ain the case of Buyer) that is already publicly availableor Buyer (in the case of either Seller), issue such press release or make such public statement (i) as may be legally necessary for securities filings, (ii) as required by law or (iii) if it has used its reasonable efforts to consult with the other party and to obtain the other party's consent but has been unable to do so in a timely manner. (b) Except with regard to any press release issued or public statements made pursuant to this Section 7.08, Buyer and Sellers shall keep confidential all negotiations and terms regarding this Agreement and the transaction contemplated hereby, except as legally necessary for securities filings or as otherwise required by law, and reporting, legal, accounting and financing purposes. Buyer acknowledges and agrees that was known any information or data it acquires from Sellers or the Owner Partnership (including, but not limited to, any and all information or data received pursuant to Article IV), except for information or data in the Purchaser on public domain (other than as a non-confidential basis prior to result of a breach by Buyer or any of the parties identified in the next succeeding sentence of an obligation of confidentiality), shall be received and held in confidence. Buyer shall, and shall cause its disclosure by the CompanyAffiliates (including, but not limited to, Manager and SFN) and Buyer's and its Affiliates' partners, officers, directors, employees, representatives, agents, consultants and advisors to, (ci) that may be required or appropriate hold in response confidence and not disclose to any summons third party any such information or subpoena data (except as required by law or in connection with the enforcement of this Agreement), (ii) not misuse in any litigation, provided that, way any such information or data and (iii) not use any such information or data to the Purchaser will use reasonable efforts detriment of Sellers or the Owner Partnership or for the benefit of any third party. Buyer shall provide Sellers with prompt written notice prior to notify any disclosure required by law pursuant to the Company in advance of preceding sentence (unless such disclosure written notice is prohibited by such law) so as to permit the Company to that Sellers may seek a protective order or otherwise contest such disclosureinterpose an objection with respect to the disclosure thereof. In the event this Agreement is terminated prior to Closing, Buyer agrees to return to Sellers all original information and documents provided to Buyer by Sellers or the Owner Partnership under this Agreement and any copies thereof made by Buyer, together with a copy of the title insurance commitment obtained pursuant to Section 4.01(b). Buyer and Sellers agree that Buyer's confidentiality obligation with respect to information provided by Sellers regarding the Mall or the Owner Partnership shall expire immediately after the Closing. Notwithstanding anything to the contrary set forth in this Agreement, in the event of Buyer's default under or breach of this Section 7.08 or Section 7.06(d), Sellers shall be entitled to seek and obtain money damages from the Buyer, and shall further be entitled to seek and obtain an injunction or injunctions to prevent breaches of such Sections and/or to compel specific performance of such Sections, and in addition, to obtain from Buyer court costs and reasonable attorneys' fees incurred by Sellers in the Purchaser will use reasonable efforts to cooperate, at the expense pursuit of their remedies hereunder. The rights and obligations of the Company, with the Company in pursuing any such protective order, (dparties under this Section 7.08 and Section 7.06(d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement shall survive termination of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsAgreement.

Publicity; Confidentiality. Except as may be required by applicable Requirements Requirement of Law, none of the parties hereto shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, Agreement without prior approval by (i) the other parties heretoCompany and (ii) the General Atlantic Shareholders; provided, however, that nothing in this Agreement shall restrict the Purchaser any party from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser that such party will use reasonable efforts to notify the Company other parties in advance of such disclosure so as to permit the Company other parties to seek a protective order or otherwise contest such disclosure, and the Purchaser such party will use reasonable efforts to cooperate, at the expense of the Companyparty, with the Company other parties in pursuing any such protective order, (dc) to the extent that the Purchaser such party reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (ed) to the Purchaser's or the Company's such party’s officers, directors, stockholdersshareholders, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel as may be reasonably required or (fe) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any Requirement of the Transaction DocumentsLaw; provided, and provided further, that nothing GAP LLC may disclose on its worldwide web page, xxx.xxxxxxxxxx.xxx, the name of the Company and its Subsidiaries, the name of the Chief Executive Officer of the Company and its Subsidiaries, a brief description of the business of the Company and its Subsidiaries, the Company’s and the Subsidiaries’ logo and the aggregate amount of the General Atlantic Shareholders’ investment in the Company. Nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to from making disclosure concerning this Agreement in its disclosure by filings under the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsSecurities Act.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law(a) The Sellers and the Buyer shall reasonably cooperate to (i) prepare and make a public announcement regarding the Transactions on the date hereof and (ii) create and implement a communications plan regarding the Transactions (the “Communications Plan”) promptly following the date hereof. Notwithstanding the foregoing, none of the parties hereto shall issue a publicity release or Parties will make any public announcement or otherwise make issue any public disclosure concerning communication regarding this Agreement, the transactions contemplated hereby other Transaction Documents or the PurchaserTransactions or any matter related to the foregoing, without the prior approval written consent of the Sellers, in the case of a public announcement by the Buyer, or the Buyer, in the case of a public announcement by the Sellers (such consents, in either case, not to be unreasonably withheld, conditioned or delayed), except (A) if such announcement or other parties hereto; providedcommunication is required by applicable Law or Order, howeverin which case the disclosing Party shall, that nothing to the extent permitted by applicable Law or Order, first allow such other Parties to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (B) in the case of the Sellers, the Buyer and their respective Affiliates, if such announcement or other communication is made in connection with fundraising or other investment related activities and is made to such Person’s direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality, (C) to the extent provided for in the Communications Plan, internal announcements to employees of the Hostess Entities, (D) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Agreement shall restrict Section 6.5(a), and (E) announcements and communications to Governmental Entities in connection with Filings or Permits relating to the Purchaser from disclosing information (a) that is already publicly available, Transactions required to be made under this Agreement. (b) The Buyer acknowledges that was known the information being provided to it in connection with the Transactions is subject to the Purchaser on a non-confidential basis prior Confidentiality Agreement, the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, (i) the obligations of confidentiality and limited use contained in the Confidentiality Agreement shall, without further action of any party to the Confidentiality Agreement, terminate with respect to information relating to the Hostess Entities and their respective businesses; and (ii) the restrictions contained in the Confidentiality Agreement regarding (A) soliciting and hiring directors, officers, managers or other employees of the Hostess Entities and (B) contacting customers and suppliers of the Hostess Entities, without further action of any party to the Confidentiality Agreement, terminate. The Buyer acknowledges that the Confidentiality Agreement shall remain in full force and effect in all other respects in accordance with its disclosure by the Company, terms. (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thatDuring the two-year period following the Closing, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosureSellers will, and will cause their respective Affiliates and Representatives to, hold in confidence any and all information concerning any Hostess Entity that would have been considered “Information” under the Purchaser will use reasonable efforts Confidentiality Agreement had it been disclosed to cooperatethe Buyer prior to the date hereof, at the expense of the Companymutatis mutandis, with the Company in pursuing any such protective order, (d) except to the extent that the Purchaser reasonably believes it appropriate in order Buyer would have been permitted to protect its investment in disclose such Information under the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsConfidentiality Agreement.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none neither of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchaser or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties party hereto; providedPROVIDED, howeverHOWEVER, that nothing in this Agreement shall restrict any of the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, PROVIDED THAT the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, furtherand PROVIDED FURTHER, that nothing in this Agreement shall restrict the Purchaser may disclose on its worldwide web page or other corporate communication (or the worldwide web page or other corporate communication of any party from disclosing information of its ten percent (i10%) that is already publicly available, (iior more beneficial owners) that was known to the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thatthe name of the Chief Executive Officer of the Company, a brief description of the business of the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense aggregate amount of the Purchaser's investment in the Company. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party hereto, with the Purchaser in pursuing any prior to making such protective order), (iv) announcement such party will deliver a draft of such announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other parties and shall give the other parties reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Publicity; Confidentiality. (a) Except as may be required by applicable Requirements law or the rules of Lawany securities exchange or market on which shares of Common Stock are traded, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaserbusiness and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any Purchaser or the Purchaser Company from disclosing information (ai) that is already publicly available, (bii) that was known to such Purchaser or the Purchaser Company on a non-confidential basis prior to its disclosure by the CompanyCompany or such Purchaser, as the case may be, (ciii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thatthat such Purchaser or the Company, as the Purchaser case may be, will use reasonable efforts to notify the Company or the Purchaser, as the case may be, in advance of such disclosure under this clause (iii) so as to permit the Company or the Purchaser, as the case may be, to seek a protective order or otherwise contest such disclosure, and such Purchaser or the Purchaser Company, as the case may be, will use reasonable efforts to cooperate, at the expense of the Company, with the Company or the Purchaser, as the case may be, in pursuing any such protective order, (div) to the extent that such Purchaser or the Purchaser Company, as the case may be, reasonably believes it appropriate in order to protect its investment in the Purchased Stock Company in order to comply with any Requirement of Law, (ev) to the such Purchaser's or the Company's 's, as the case may be, officers, directors, stockholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel or counsel, (fvi) to Persons from whom releases, consents who are parties to similar confidentiality agreements or approvals are required, or to whom notice is required to be provided, pursuant (vii) to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on prospective transferee who executes a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or confidentiality agreement in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance contemplated transfer of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsSeries A Stock, Series B Stock or Common Stock. (b) Unless substantially in the form previously disclosed, the Purchasers shall have the opportunity to review and reasonably modify any provision of any public release or public announcement or document which is to be released to the public or filed with the SEC, which provision mentions the Purchasers or any of their Affiliates, prior to the release of such document to the public or the filing of such document with the SEC.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law(a) Upon the Closing, none of Parent and the parties hereto Company shall issue a publicity mutually agreed upon press release or announcing the transactions contemplated by this Agreement. Any other public announcement or otherwise make any public disclosure concerning similar publicity with respect to this Agreement, Agreement or the transactions contemplated hereby or the Purchaserby any Party will be issued, without prior approval if at all, at such time and in such manner as reasonably agreed to by the other parties heretoParent; provided, however, that nothing in this Agreement shall restrict contained herein will limit the Purchaser Parties from disclosing making, issuing or releasing any announcements, statements or acknowledgements that solely contain information that has been previously publicly disclosed by Parent. Subject to the foregoing, except (a) that is already publicly available, as otherwise agreed to by Parent in writing or (b) that was known to the Purchaser on a limited extent required by applicable Legal Requirements (after reasonable advance written notice to Parent), Seller Representative will keep this Agreement and any non-public information about the transactions contemplated hereby strictly confidential basis prior (provided, that, the Seller Representative shall be entitled to disclose the existence and terms of this Agreement as necessary to handle its obligations and enforce its rights pursuant to this Agreement and the transactions contemplated hereby) and shall not make any disclosure of the terms of this Agreement to any other Person; provided that the Seller Representative may disclose such information to its disclosure by advisors or to any Seller or Lender to the Companylimited extent necessary in the performance of its obligations hereunder provided that such advisor or Seller or Lender agrees to maintain the confidentiality of such information. (b) From and after the Closing, (c) that except as may be required by any applicable Legal Requirements, and except as necessary to handle its obligations and enforce its rights pursuant to this Agreement and the transactions contemplated hereby, the Seller Representative will not and will cause its Affiliates not to, disclose, disseminate, divulge, discuss, copy or appropriate otherwise use any Confidential Information of the Company or Parent (including any information provided or made available to Seller Representative in response the performance of its duties hereunder), and in such event, the Seller Representative agrees to (i) provide reasonable advance notice to Parent prior to any summons or subpoena or in connection with any litigationsuch disclosure, provided that(ii) at Parent's request and expense, the Purchaser will use reasonable efforts attempt to notify the Company in advance of such disclosure so as to permit the Company to seek obtain a protective order or otherwise contest such disclosureother appropriate protection of the Confidential Information, and the Purchaser will use reasonable efforts to cooperate, at the expense (iii) disclose only that portion of the Company, with the Company in pursuing any such protective order, (d) to the extent Confidential Information that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is legally required to be provideddisclosed in the opinion of its outside counsel. Notwithstanding the foregoing, pursuant the Seller Representative may disclose such Confidential Information to its advisors or to any Seller or Lender to the transactions contemplated limited extent necessary in the performance of its obligations hereunder provided that such advisor or Seller or Lender agrees to be bound by any the terms of the Transaction Documents; provided, further, that nothing this Section 4.1 or is bound by obligations of confidentiality at least as strict as those set forth in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsSection 4.1.

Publicity; Confidentiality. Except as may be required by applicable Requirements Requirement of Law, none of the parties hereto shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, Agreement without the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser any party from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser that such party will use reasonable efforts to notify the Company other party in advance of such disclosure so as to permit the Company other party to seek a protective order or otherwise contest such disclosure, and the Purchaser such party will use reasonable efforts to cooperate, at the expense of the Companyother party, with the Company in pursuing any such protective order, (dc) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the such Purchaser's ’s or the Company's ’s officers, directors, stockholdersshareholders, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel as may be reasonably required or (fd) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any Requirement of the Transaction DocumentsLaw; provided, and provided further, that nothing GA LLC may disclose on its worldwide web page, xxx.xxxxxxxxxxxxxxx.xxx, the name of the Company, the name of the Chief Executive Officer of the Company, a brief description of the business of the Company, the Company’s logo and the aggregate amount of the Purchasers’ investment in the Company. In no event shall the Company or any Selling Shareholders issue a press release or public announcement or otherwise make any public disclosure about the Purchasers without the prior written consent of the Purchasers. Nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to from making disclosure concerning this Agreement in its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or filings in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order its public securities offerings or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsproposed initial public offering.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto The Company shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, describing the material terms of the transactions contemplated hereby or (the Purchaser, without prior approval by the other parties hereto“Press Release”) immediately upon Closing; provided, however, that nothing in if Closing occurs after 4:00 P.M. Eastern Time on any trading day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first trading day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the “Form 8-K”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement and the form of Warrant) as soon as practicable following the date of execution of this Agreement but in no event more than five (5) trading days following the date of execution of this Agreement, which Press Release and Form 8-K shall restrict be subject to prior review and comment by Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP. Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP shall have the Purchaser from disclosing information right to review a reasonable period of time before issuance of any press releases, filings with the Commission (a) that except for such filings which the disclosure of the transaction contemplated hereby is already publicly availableconsistent with the disclosure of the transaction in the Form 8-K), (b) that was known NASD or any stock exchange or interdealer quotation system, or any other public statements with respect to the Purchaser on a non-confidential basis transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, to its disclosure make any press release or public filings with respect to such transactions as is required by applicable law and regulations (although Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP shall be consulted by the Company, (c) that may be required or appropriate in response to any summons or subpoena or Company in connection with any litigationsuch press release or public filing prior to its release or filing and shall be provided with a copy thereof and be given an opportunity to comment thereon, provided thatexcept for such filings which the disclosure of the transaction contemplated hereby is consistent with the disclosure of the transaction in the Form 8-K). The Company agrees that it will not disclose, and will not include in any public announcement, the Purchaser will use reasonable efforts to notify name of the Company in advance Purchasers without the consent of the Purchasers unless and until such disclosure so as to permit the Company to seek a protective order is required by law or otherwise contest such disclosureapplicable regulation, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) then only to the extent that the Purchaser reasonably believes it appropriate of such requirement. The Purchasers agree to hold in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to strict confidence information regarding the transactions contemplated by this Agreement, as well as any of material, non-public information contained in the Transaction Documents; provideddisclosure schedules to this Agreement, further, until such time that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of has made such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsinformation public.

Publicity; Confidentiality. Except (a) Each Company hereby authorizes Laurus to make appropriate announcements of the financial arrangement entered into by and among each Company and Laurus, including, without limitation, announcements which are commonly known as may be tombstones, in such publications and to such selected parties as Laurus shall in its sole and absolute discretion deem appropriate, or as required by applicable Requirements of Law, none law. (b) Laurus agrees to maintain the confidentiality of the parties hereto shall issue a publicity release Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, fund managers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or public announcement regulations or otherwise make by any public disclosure concerning subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the transactions contemplated hereby exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the Purchaserenforcement of rights hereunder, without prior approval by (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or any Ancillary Agreement, (g) with the consent of any Company, or (h) to the extent such Information (i) becomes publicly available other parties heretothan as a result of a breach of this Section or (ii) becomes available to Laurus on a nonconfidential basis from a source other than a Company; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis extent practicable, Laurus shall endeavor to give the Company Agent notice prior to its disclosure by the Company, disclosing any Information under subsections (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order), (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or and (f) of this Section. For the purposes of this Section, “Information” shall mean all information received from any Company relating to Persons from whom releasesany Company or their business, consents or approvals are required, or other than any such information that is available to whom notice is required Laurus on a nonconfidential basis prior to be provided, pursuant to the transactions contemplated disclosure by any of the Transaction Documentssuch Company; provided, furtherthat, that nothing in the case of information received from any Company after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Agreement Section shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known be considered to have complied with its obligation to do so if such Person has exercised the Company on a non-confidential basis prior same degree of care to maintain the confidentiality of such Information as such Person would accord to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsown confidential information.

Publicity; Confidentiality. Except as may be required by applicable Requirements 15.1 Neither party shall announce or publicly disclose the terms or conditions of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, Agreement without prior written approval by from the other parties heretoparty; provided, however, that nothing in this Agreement either party shall restrict have the Purchaser from disclosing information right to publicly disclose the following: (a) that Licensee is already publicly availablea customer of Artisan Components, (b) that was known Artisan Components has provided the Licensed Products to the Purchaser on a non-confidential basis prior to its disclosure by Licensee and that the CompanyLicensed Products were used in the development of the Licensed Integrated Circuit, (c) a product description of the Licensed Products as contained in Artisan Components' standard product literature. 15.2 The parties acknowledge that by reason of their relationship to each other hereunder, each may have access to certain information and materials concerning the other's business, plans, customers, technology and products that is confidential to that other party. Such information and materials will be required marked as "Confidential" or "Proprietary" or otherwise clearly identified as confidential or proprietary ("Confidential Information"). In the event such disclosure is initially oral or visual and not reduced to writing, it shall be summarized or identified in a written document, which shall be marked with an appropriate legend such as "Confidential" or "Proprietary" and provided to the other party within twenty (20) days following such disclosure. Notwithstanding the foregoing, the Licensed Products are Confidential Information of Artisan Components regardless of whether they are marked confidential or proprietary and/or summarized in response a writing. Each party agrees that except as may otherwise be stated herein, it shall not use, except to perform its obligations and/or to exercise its rights and licenses specified under this Agreement, nor disclose to any summons or subpoena or in connection with third party (except to independent contractors and affiliates who are under an obligation of confidentiality, and subject to the other terms and conditions of this Agreement), any litigation, provided that, such Confidential Information revealed to it by the Purchaser will use other party. Each party shall take reasonable efforts precautions to notify protect the Company in advance confidentiality of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosureinformation, and the Purchaser which in any event will use reasonable efforts to cooperate, at the expense of the Company, be no less than what it takes with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior respect to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsown similar confidential information.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; providedPROVIDED, howeverHOWEVER, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the PROVIDED that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (e) to the such Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict Document. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party from disclosing information (i) that is already publicly availablehereto, (ii) that was known prior to making such announcement such party will deliver a draft of such announcement to the Company on a non-confidential basis prior other parties and shall give the other parties reasonable opportunity to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Publicity; Confidentiality. (a) Except as may be required by applicable Requirements Requirement of Law, none of the parties hereto no party shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this AgreementAgreement without the prior approval of the other Parties. (b) Each of the parties shall at all times after the date of this Agreement keep confidential, and not directly or indirectly reveal, disclose or use for his or its own or any other purposes, any confidential information received or obtained as a result of entering into or performing, or supplied by or on behalf of a party in the negotiations leading to, this agreement and which relates to: (i) the negotiations relating to this agreement; (ii) the subject matter and/or provisions of this agreement; or (iii) the Group Companies, the transactions contemplated hereby Special Managers, Investors or any other party hereto. (c) Each of the Purchaserparties shall procure that its employees, without prior approval by officers, representatives and professional advisors to whom any such confidential information is disclosed shall comply with the other parties hereto; provided, however, that nothing provisions of this Section 8.2. (d) Nothing in this Agreement shall restrict the Purchaser party from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser that such party will use reasonable efforts to notify the Company other parties in advance of such disclosure so as to permit the Company other parties to seek a protective order or otherwise contest such disclosure, and the Purchaser such party will use reasonable efforts to cooperate, at the expense of the Companyother party, with the Company other party in pursuing any such protective order, (dc) to the extent that the Purchaser such party reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (ed) to the Purchaser's or the Company's such party’s officers, directors, stockholdersshareholders, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel as may be reasonably required or (fe) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any Requirement of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsLaw.

Publicity; Confidentiality. 14.1 Except as may be to the extent required by applicable Requirements law, neither party shall announce or publicly disclose the terms or conditions of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby Master Agreement or the Purchaser, License Agreement without prior written approval by from the other parties heretoparty; provided, however, that nothing in this Agreement either party shall restrict have the Purchaser from disclosing information right to publicly disclose the following: (a) that Customer is already publicly availablea customer of Artisan Components, (b) that was known Artisan Components has provided the Licensed Product(s) to Customer and that the Purchaser on a non-confidential basis prior to its disclosure by Licensed Product(s) were Used in the Companydevelopment of the Licensed Integrated Circuit, or (c) a product description of the Licensed Product(s) as contained in Artisan Components' standard product literature. In addition, either party may issue a press release related to this Master Agreement or License Agreement upon the other party's prior written approval (such approval not to be unreasonably withheld or delayed). Once approved, the statements in a press release remain approved until approval is specifically revoked, in writing. --------------------- [***] THE CONFIDENTIAL PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURUSANT TO A REQUEST FOR CONFIDENTIALITY. DRAFT DATED JUNE 24, 2002 14.2 The parties acknowledge that by reason of their relationship to each other hereunder, each may have access to certain information and materials concerning the other's business, plans, customers, technology and products that is confidential to that other party. Such information and materials will be required marked as "Confidential" or "Proprietary" or otherwise clearly identified as confidential or proprietary ("Confidential Information"). In the event such disclosure is initially oral or visual and not reduced to writing, it shall be identified as confidential at the time of disclosure and summarized or identified in a written document, which shall be marked with an appropriate legend such as "Confidential" or "Proprietary" and provided to the other party within thirty (30) days following such disclosure. Notwithstanding the foregoing, the Licensed Product(s) are Confidential Information of Artisan Components regardless of whether they are marked confidential or proprietary and/or summarized in response a writing. Each party agrees that except as may otherwise be stated herein, it shall not use, except to perform its obligations and/or to exercise its rights and licenses specified under this Master Agreement or the License Agreement, nor disclose to any summons or subpoena or third party (except as provided in connection with section 2 of this Master Agreement and the License Agreement), any litigation, provided that, such Confidential Information revealed to it by the Purchaser will use other party. Each party shall take reasonable efforts precautions to notify protect the Company in advance confidentiality of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosureinformation, and the Purchaser which in any event will use reasonable efforts to cooperate, at the expense of the Company, be no less than what it takes with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior respect to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsown similar confidential information.

Publicity; Confidentiality. Except as may be required by applicable Requirements Each Party shall maintain the confidentiality of Law, none all information or data of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval nature (“Information”) provided to it by the other parties Party hereto; provided, howeverprovided such Information contains a conspicuous marking identifying it as “Confidential” or “Proprietary” or is inherently of a confidential nature (e.g., that nothing in customer or cost data). For purposes of this Article, this Agreement and all of its Attachments shall restrict be considered “Confidential”. Each Party shall use the Purchaser from same efforts (but in no case less than reasonable efforts) to protect the Information it receives hereunder as it accords to its own Confidential Information. The above requirements shall not apply to Information which is already in the possession of the receiving Party through no breach of an obligation of confidentiality to the disclosing information (a) that Party or any third party, is already publicly availableavailable through no breach of this Agreement or has been previously independently developed by the receiving Party. This Agreement shall not prevent any disclosure of Information pursuant to applicable law or regulation, (b) provided that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thatmaking such disclosure, the Purchaser will receiving Party shall use reasonable efforts to notify and obtain consent from the Company in advance disclosing Party of such disclosure so as to permit the Company to seek a protective order or otherwise contest such this required disclosure. ALL ACCESS TELECOM, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) INC. may also disclose this Agreement without Attachments to the extent necessary to enforce its rights in court. Each Party acknowledges that its breach or threatened breach of this Section may cause the Purchaser reasonably believes it appropriate in order to protect its investment Disclosing Party irreparable harm, which would not be adequately compensated by monetary damages. Accordingly, in the Purchased Stock event of any such breach or threatened breach, the Receiving Party agrees that equitable relief, including temporary or permanent injunctions, is an available and appropriate remedy in order addition to comply with any Requirement of Law, (e) legal remedies to which the Purchaser's or Disclosing Party may be entitled. At the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any request of the Transaction Documents; provided, further, that nothing in Disclosing Party upon termination of this Agreement shall restrict or at any party time or from disclosing information (i) that is already publicly available, (ii) that was known time to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thattime thereafter, the Company will use reasonable efforts to notify the Purchaser Receiving Party shall, as promptly as practicable and in advance all cases within five (5) days of such disclosure so as request, deliver to permit the Purchaser to seek a protective order Disclosing Party all Confidential Information of Disclosing Party then in Receiving Party’s possession or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsunder Receiving Party’s control.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or Other than for an appropriate public announcement or otherwise make any public disclosure concerning by each party on the date of execution of this Agreement, which may contain price and limited major material terms of the transaction, at no time prior to the Closing will Purchaser or Sellers make any press release or other public statement concerning this Agreement or the transactions contemplated hereby hereby, or disclose the terms hereof or thereof to any third party (other than the attorneys and consultants working on the transactions governed by this Agreement), except with the prior written consent (which shall not be unreasonably withheld, conditioned or delayed) of the other, or as required by law or regulation (including attachment of this Agreement as an exhibit to any filing pursuant to the Securities Exchange Act of 1934, as amended or the PurchaserSecurities Act of 1933, without prior approval by the other parties hereto; providedas amended), however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigationPermit application in furtherance of this Agreement, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (judicial action to enforce this Agreement. Except as provided thatherein, the Company no public statement or third-party disclosure will use reasonable efforts to notify be made by the Purchaser in advance of such disclosure so as to permit or Sellers unless the Purchaser to seek a protective order or otherwise contest such disclosure, and other is first provided the Company will use reasonable efforts to cooperate, at the expense language of the Purchaserproposed statement for its review and afforded a reasonable time to comment. Purchaser shall have the right to make disclosures regarding this Agreement in any filings required by the Securities and Exchange Commission or required by the rules of the Securities and Exchange Commission or New York Stock Exchange without review or consent by Sellers. Purchaser and Sellers agree to keep the terms of this Agreement and all Exhibits confidential, with the Purchaser in pursuing any such protective order), (iv) except to the Company's officersextent required by applicable law or for financial reporting purposes and except that the parties may disclose such terms to their respective counsel, directorsauditors, stockholdersaccountants, agents, advisors, employeeslenders, controlling Persons, auditors or counsel or and other representatives as necessary in connection with the ordinary conduct of their respective businesses (vso long as such persons and entities agree to keep the terms of this Agreement and Exhibits confidential)) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant and as except to the transactions contemplated by any of the Transaction Documentsextent made public in a public statement as provided in this Article 15.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of Each Shareholder covenants with the parties hereto Company that it shall not issue a publicity release or public announcement or otherwise directly or indirectly make any public disclosure concerning this Agreement, the transactions contemplated hereby Agreement or the Purchaserbusiness, technology, proprietary data or financial affairs of the Company (which shall include all Director Data, without prior written approval by of the other parties heretoBoard (which it may grant or withhold in its sole discretion); provided, however, that nothing in this Agreement shall restrict any of the Purchaser Shareholders from disclosing information (a) that is already publicly availableavailable through no breach by such Shareholder or any of its Affiliates, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser that such Shareholder will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser such Shareholder will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (dc) to the extent that the Purchaser such Shareholder reasonably believes it appropriate in order to protect its investment in the Purchased Stock its Shares or in order to comply with any Requirement of LawLaw (such disclosure not to include any Director Data under any circumstances), or (ed) to the Purchasersuch Shareholder's or the Company's officers, directors, stockholdersshareholders, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel (provided that the Shareholder shall be responsible for ensuring that any subsequent disclosure by such person complies with this Section 9.3 and shall be responsible for any breach hereof by any such Person) or (fe) to Persons Government Authorities from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to any Requirement of Law provided that such applications for any release, consent or approval shall (i) not include any Director Data and (ii) shall be made confidentially or under request for confidential treatment unless such a procedure is not provided for by the transactions contemplated by any of the Transaction DocumentsGovernment Authority; provided, and provided further, that nothing a Shareholder may disclose that it is an investor in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company and include on a non-confidential basis prior to its disclosure by worldwide web page, the name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense name of the PurchaserChief Executive Officer of the Company, with a brief Confidential Final Draft - October 7, 2002 description of the Purchaser in pursuing any such protective order)business of the Company, (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of its investment in the Company. If any announcement is required by any Requirement of Law to be providedmade by any party hereto (other than the Company), pursuant prior to making such announcement such party will deliver a draft of such announcement to the transactions contemplated by any of other parties (including the Transaction DocumentsCompany) and shall give the other parties reasonable opportunity to comment thereon.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall no Party may issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaserby this Agreement, without prior approval by the other parties heretoParties; provided, however, that nothing in this Agreement shall will restrict the Purchaser Debt Holder from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser Debt Holder on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser will Debt Holder must use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser Debt Holder will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser Debt Holder reasonably believes it appropriate in order to protect its the Debt Holder's investment in the Purchased Stock Preferred Stock, the Warrant or Note or in order to comply with any Requirement of Law, (e) to the PurchaserDebt Holder's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors auditors, investment advisors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsAgreement.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or No public announcement or otherwise make disclosure may be made by any Party with respect to the subject matter of this Agreement or the Contemplated Transactions without the prior written consent of (i) in the case of any such public announcement or disclosure concerning this Agreementby Buyer, the transactions contemplated hereby Seller or (ii) in the case of any such public announcement or disclosure by the Target Companies or the PurchaserSeller, without prior approval by the other parties heretoBuyer; provided, however, that nothing in the provisions of this Agreement Section 8.4 shall restrict the Purchaser from disclosing information not prohibit (a) that is already publicly availableany disclosure required by any Applicable Law (in which case the disclosing party will provide the other Parties with the opportunity to review and comment in advance of such disclosure), (b) that was known any disclosure to any member of the Purchaser on a non-confidential basis prior to its disclosure Seller who is bound by the Companysame obligations regarding disclosure, (c) that may be required or appropriate in response any disclosure to any summons Representative of any member of the Seller who needs to know such information for the purpose of evaluating the Contemplated Transactions, (d) any disclosure made in connection with the enforcement of any right or subpoena remedy relating to the Transaction Documents or the Contemplated Transactions, or (e) any disclosure by a member of the Seller who is bound by the same obligations regarding disclosure as part of such member’s ordinary course reporting or review procedure or in connection with any litigationsuch member’s ordinary course fundraising, provided marketing, information or reporting activities. Buyer hereby acknowledges and agrees that Buyer shall be bound by all of the terms and provisions of that certain Letter Agreement between Buyer and SK Capital Partners, LP, on behalf of itself and Seller, dated as of April 12, 2022, as if Buyer were the original counterparty thereto (as amended, modified, supplemented or restated, the “Confidentiality Agreement”). Seller hereby agrees that, from and after the Purchaser Closing Date, it will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosurenot, and will not permit its Affiliates or any of their respective Representatives, either directly or indirectly, in any capacity whatsoever, from and after the Purchaser will use reasonable efforts Closing Date to cooperatedivulge, at disclose or communicate with any Person, any Confidential Information (as defined below) not rightfully in the expense of the Company, with the Company in pursuing any such protective order, (d) public domain. “Confidential Information” includes all confidential information related to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of LawBusiness, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information including: (i) that is already publicly availableany financial, business, planning, operations, services, potential services, products, potential products, technical information and/or know-how, formulas, production, purchasing, marketing, sales, personnel, customer, broker, supplier, or other confidential or proprietary information relating to the Business or Buyer, its business or any of its proprietary or confidential information; (ii) that was known any papers, data, records, processes, methods, techniques, systems, models, samples, devices, equipment, compilations, invoices, customer lists, or documents relating to the Company on a non-Business or Buyer, its business or any of its proprietary or confidential basis prior to its disclosure by the Company, information; and (iii) that may be any confidential information or trade secrets of any third party provided to Seller, its Affiliates or Buyer in confidence or subject to other use or disclosure restrictions or limitations and relating to the Business or Buyer, its business or any of its proprietary or confidential information. Notwithstanding anything to the contrary herein contained, the covenants of Seller contained in this Section 8.4 shall not restrain any disclosures: (i) required by legal process or appropriate in response Applicable Law; or (ii) pertaining to any summons information that Seller can demonstrate already had become or subpoena later becomes publicly available through ​ no fault of Seller, its Affiliates or in connection with any litigation of their respective Representatives; (provided thatiii) to any of Seller’s Representatives who are bound to, or are otherwise subject to a professional or fiduciary obligation to, maintain the Company will use reasonable efforts to notify the Purchaser in advance confidentiality of such disclosure so Confidential Information (and who are instructed by Seller as to permit the Purchaser to seek a protective order its confidential nature); or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) pertaining to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors any information independently developed by Seller or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents.its Affiliates without use of or reference to Confidential Information. ​

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares or in order to comply with any Requirement of Law, (e) to the such Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableGAP LLC may disclose on its worldwide web page, (ii) that was known to www.gapartners.com, the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense name of the PurchaserChief Exxxxxxxx Xxxxxxx xx the Company, with a brief description of the Purchaser in pursuing any such protective order)business of the Company, (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of the Purchasers' investment in the Company. If any announcement is required by applicable law or the rules of any securities exchange or market on which such shares of Common Stock are traded to be providedmade by any party hereto, pursuant prior to making such announcement such party will deliver a draft of such announcement to the transactions contemplated by any of other parties and shall give the Transaction Documentsother parties reasonable opportunity to comment thereon.

Publicity; Confidentiality. Except as may (a) Prior to the Closing, no party to this Agreement will, directly or indirectly, make or cause to be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or made any public announcement or otherwise make issue any public notices in any form with respect to this Agreement or the transactions contemplated by this Agreement without the consent of the other party (such consent not to be unreasonably withheld, delayed or conditioned). (b) Purchaser acknowledges that the information being provided to it in connection with the transactions contemplated by this Agreement is subject to the terms of a confidentiality agreement dated May 9, 2007, between Purchaser and the Company (the “Confidentiality Agreement”), the terms of which, including the provisions regarding solicitation or employment of the Company’s employees, are incorporated in this Agreement by reference. Effective upon the Closing, the Confidentiality Agreement will terminate with respect to information relating solely to the Company. (c) Each Significant Shareholder agrees that, from and after the Closing Date and continuing through the lesser of four years from the Closing Date or the longest time permitted by Applicable Law, such Person will, and will cause such Person’s Affiliates to, keep confidential, and will not disclose to any Person, any non-public information about Purchaser or the Company, other than information which is or becomes generally available to the public other than as a result of a disclosure concerning by the Significant Shareholders or any person acting on their behalf (the “Confidential Information”). Nothing in this Agreement, however, will prohibit (i) any Significant Shareholder from disclosing any information (or taking any other action) in furtherance of such Person’s duties to the transactions contemplated hereby Company or Purchaser while acting as an employee or consultant to the PurchaserCompany, without prior approval Purchaser or any of its Affiliates, or (ii) any Significant Shareholder from using or disclosing Confidential Information to the extent required by the other parties heretoApplicable Law; provided, howeverthat if such party is required by Applicable Law to disclose any Confidential Information, that nothing in this Agreement shall restrict the such party will (1) provide Purchaser from disclosing information with prompt notice before such disclosure (a) that is already publicly available, (b) that was known to the extent reasonably practicable) in order that Purchaser on a non-confidential basis prior may attempt to its disclosure by the Companyobtain, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigationat Purchaser’s sole cost and expense, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest other assurance that confidential treatment will be accorded such disclosure, information and the (2) cooperate with Purchaser will use reasonable efforts in attempting to cooperate, at the expense of the Company, with the Company in pursuing any obtain such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are requiredassurance , or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required any Significant Shareholder or appropriate in response to the Representative from disclosing or using any summons or subpoena or information (including any Confidential Information) in connection with the enforcement of such Person’s rights hereunder or under any litigation (provided thatagreement executed in connection herewith. From and after the Closing Date and continuing through the lesser of four years from the Closing Date or the longest time permitted by Applicable Law, each Significant Shareholder will not use any Confidential Information to perform any duty for any product or service, in existence or under development, which is of the same type as, which competes with or which is intended to compete with or displace in the market, products designed, manufactured, marketed or distributed by the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsClosing Date.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none None of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, Agreement or the transactions contemplated hereby or the Purchaserhereby, without prior approval by the other parties heretoparty; provided, however, that nothing in this Agreement shall restrict the Purchaser Lender or the Company from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser Lender on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser parties will use reasonable efforts to notify the Company other party in advance of such disclosure so as to permit the Company such party to seek a protective order or otherwise contest such disclosure, and the Purchaser such other party will use reasonable efforts to cooperate, at the expense of the Companyparty trying to prevent such disclosure, with the Company such party in pursuing any such protective order, (d) to the extent that the Purchaser Lender or the Company reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's Lender’s or the Company's ’s officers, directors, stockholdersshareholders, advisorsagents, employees, membersshareholders, partners, controlling Personspersons, auditors or counsel or counsel, (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information or (ig) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or prospective transferee in connection with any litigation (provided that, contemplated transfer of any Note. If any announcement is required by law or the rules of any securities exchange or market on which shares of Capital Stock of the Company are traded to be made by any party hereto, prior to making such announcement such party will use reasonable efforts to notify the Purchaser in advance deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other party and shall give the other party reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the such Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableafter the Closing, (ii) that was known to the Company GAP LLC may disclose on a non-confidential basis prior to its disclosure by worldwide web page, www.gapartxxxx.xxx, xxx xxxx of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense name of the PurchaserChief Executive Officer of the Company, with a brief description of the Purchaser in pursuing any such protective order)business of the Company, (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of the Purchasers' investment in the Company. If any announcement is required by any Requirement of Law to be providedmade by any party hereto, pursuant prior to making such announcement such party will deliver a draft of such announcement to the transactions contemplated by any of other parties and shall give the Transaction Documentsother parties reasonable opportunity to comment thereon.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Investors or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Investors from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser such Investor on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser that such Investor will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser such Investor will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser such Investor reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's such Investor’s or the Company's ’s officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by the Transaction Documents. If any announcement is required by any Requirement of Law to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon; provided, however, that the Investors may file an amendment to their Schedule 13D and Forms 4 with the Commission without either soliciting any comments from any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on other parties hereto or delivering a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance copy of such disclosure so as filings to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsother parties hereto, except as required by law or regulation. Each of the Investors acknowledge that if such Investor becomes aware of material non-public information, such Investor’s ability to trade in the Company’s securities may be restricted.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Disclosure Law, none of the parties hereto shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, Agreement or the transactions contemplated hereby or any other information, statements, reports, trade secrets, documents, and other materials concerning the PurchaserCompany, without prior approval any Member or any of their respective Affiliates that any Member may receive or that may be disclosed, distributed or disseminated (whether in writing, orally, electronically or by other means) by or to such Member or any representative of such Member, or otherwise as a result of such Member’s ownership of any Units. Each Member agrees (on behalf of itself and its directors, officers, managers, equityholders, partners, employees, agents and members (collectively, “Representatives”)) that it will keep confidential the other parties hereto; provided, however, that nothing in terms of this Agreement shall restrict and all information that it receives from the Purchaser from disclosing Company in its capacity as a Member (including all confidential or proprietary information concerning the Company and its Subsidiaries and the business of the Company and its Subsidiaries) except that it may disclose such information (a) that is already publicly availableas may be required in the course of obtaining legal advice or enforcement with respect to the rights and obligations created hereby, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Companylegal, financial, accounting and other advisors, (c) that as may be required or appropriate in response to any summons or by law, regulation, rule, court order, subpoena or other stock exchange or governmental body or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance preparation of such disclosure so as to permit the Company to seek a protective order tax returns or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective orderother governmental or regulatory filings, (d) as and to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of such Member’s legal counsel determines that such disclosure is required by applicable Law, (e) to the Purchaser's or extent required in the Company's officersgood-faith performance of such Member’s duties to the Company and its Subsidiaries as an employee thereof, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or and (f) to Persons from whom releases, consents or approvals are required, or the extent reasonably necessary to whom notice is required to be provided, pursuant to enforce the transactions contemplated by any terms of the Transaction Documentsthis Agreement; provided, furtherhowever, that nothing in this Agreement shall restrict any party from disclosing each Member may disclose such information to (i) any of its actual and prospective equityholders and lenders, and any equityholder thereof that is already publicly availablean investment fund may disclose such information to its actual and prospective limited partners or other investors (provided in each case that such Persons are subject to reasonable confidentiality obligations with respect to such information), (ii) that was known to any Person in connection with financings, acquisitions, divestitures and similar events involving the Company on a non-confidential basis prior and its Affiliates (provided in each case that such Persons are subject to its disclosure by the Companyreasonable confidentiality obligations with respect to such information), (iii) any of its directors, officers, employees or professional advisers to the extent that may be required or appropriate in response to any summons or subpoena or such disclosure is reasonably necessary in connection with any litigation (provided that, the such Member’s investment in the Company will for use reasonable efforts to notify solely for such purpose and (iv) any Person in connection with such Member’s ordinary course internal market, industry and investment analyses, so long as the Purchaser in advance recipient of such information is subject to a duty of confidentiality to such Member with respect to such information. In the event of any disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective orderpermitted above under clauses (a), (ivb) and (f) hereof to a Member’s representatives and advisors, the disclosing party shall direct any Person receiving such information to maintain its confidentiality and shall be responsible for any breach of the confidentiality provisions hereunder by any such Person receiving such information. Notwithstanding anything in this Section 14.3 to the Company's officerscontrary, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are requiredexcept in connection with a Change of Control and with the approval of the Board, or except as permitted under clause (e) hereof, no Director or Member shall provide any information that it receives from the Company in its capacity as a Director or Member to whom notice is required to be providedany Person (including any officer, pursuant to director, member, manager, partner, trustee, employee, or agent thereof) that, in the transactions contemplated by any good-faith reasonable judgment of the Transaction DocumentsBoard, is an actual or potential competitor of the Company.

Publicity; Confidentiality. Except as may be required (a) The Blass Parties, Parent and Buyer shall keep confidential all Confidential Information obtained by applicable Requirements of Law, none of it or them with respect to the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning other in connection with this Agreement and the negotiations preceding this Agreement, and will use such information solely in connection with the transactions contemplated hereby by this Agreement. Notwithstanding the foregoing, no party shall be required to keep confidential or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing return any information which (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provideddisclosed by Applicable Law, pursuant to the transactions contemplated by any an order or request of the Transaction Documents; provideda judicial authority or Governmental Entity having competent jurisdiction, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known or pursuant to the Company on rules and regulations of any national stock exchange applicable to the disclosing party and its Affiliates, provided the party seeking to disclose such information provides the other party with reasonable prior written notice thereof, or (b) which can be shown to have been generally available to the public other than as a non-confidential basis prior result of a breach of this Section 9.1. Following the Closing Date, this Section 9.1(a) shall be of no further force or effect, except with respect to Confidential Information relating solely to the Stockholders in their individual capacities. (b) Notwithstanding anything to the contrary in Section 9.1(a), each Stockholder recognizes and acknowledges that they have in the past, currently have, and in the future may possibly have, access to Confidential Information. Each Stockholder agrees it shall not (and shall cause its disclosure by the Company, (iiirepresentatives and Affiliates not to) that may be required use or appropriate in response disclose such Confidential Information to any summons Person for any purpose or subpoena or in connection with any litigation (provided thatreason whatsoever, the Company will use reasonable efforts to notify the Purchaser in advance of unless such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice information is required to be provideddisclosed by Applicable Law, pursuant to an order or request of a judicial authority or Governmental Entity having competent jurisdiction, or pursuant to the transactions contemplated by rules and regulations of any of national stock exchange applicable to the Transaction Documentsdisclosing party and its Affiliates.

Publicity; Confidentiality. (a) Except as may be required by applicable Requirements law or the rules of Lawany securities exchange or market on which shares of Common Stock are traded, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaserbusiness and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this -------- ------- Agreement shall restrict any Purchaser or the Purchaser Company from disclosing information (ai) that is already publicly available, (bii) that was known to such Purchaser or the Purchaser Company on a non-confidential basis prior to its disclosure by the CompanyCompany or such Purchaser, as the case may be, (ciii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thatthat such -------- Purchaser or the Company, as the Purchaser case may be, will use reasonable efforts to notify the Company or the Purchaser, as the case may be, in advance of such disclosure so as to permit the Company or the Purchaser, as the case may be, to seek a protective order or otherwise contest such disclosure, and such Purchaser or the Purchaser Company, as the case may be, will use reasonable efforts to cooperate, at the expense of the Company, with the Company or the Purchaser, as the case may be, in pursuing any such protective order, (div) to the extent that such Purchaser or the Purchaser Company as the case may be reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (ev) to the such Purchaser's or the Company's 's, as the case may be, officers, directors, stockholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel or counsel, (fvi) to Persons from whom releases, consents who are parties to similar confidentiality agreements or approvals are required, or to whom notice is required to be provided, pursuant (vii) to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on prospective transferee who executes a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or confidentiality agreement in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance contemplated transfer of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsShares. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party hereto, prior to making such announcement such party will, to the extent practicable, deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon. (b) Unless substantially in the form previously disclosed, the Purchasers shall have the opportunity to review and reasonably modify any provision of any publicly release or public announcement or document which is to be released to the public or filed with the SEC, which provision mentions the Purchasers or any of their Affiliates, prior to the release of such document to the public or the filing of such document with the SEC.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, Agreement or the transactions contemplated hereby or the Purchaserhereby, without prior written approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser parties from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser parties on a non-confidential basis prior to its disclosure by the Companyanother party, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser parties will use reasonable efforts to notify the Company other parties in advance of such disclosure so as to permit the Company other parties to seek a protective order or otherwise contest such disclosure, and the Purchaser parties will use reasonable efforts to cooperate, at the expense of the Companysuch party contesting disclosure, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's Purchasers’ or the Company's ’s officers, directors, stockholders, members, partners, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any Requirement of the Transaction DocumentsLaw; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableand after Closing, (ii) that was known to GA LLC may disclose on its worldwide web page, xxx.xxxxxxxxxxxxxxx.xxx, the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) the name of the Chief Executive Officer of the Company, a brief description of the business of the Company and the Company’s logo and the aggregate amount of the Purchasers’ investment in the Company. If any announcement is required by any Requirement of Law to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon. If the Company wishes to issue any press release or public comment or otherwise make any disclosure concerning the Purchasers that may be is not required by a Requirement of Law, other than a brief description of GA LLC or appropriate the Purchasers and GA LLC’s logo and the aggregate amount of the Purchasers’ investment in response to any summons or subpoena or in connection with any litigation (provided thatthe Company, the Company will use shall first consult with the Purchasers and give them a reasonable efforts opportunity to notify the Purchaser in advance of comment thereon prior to issuing any such disclosure so as to permit the Purchaser to seek a protective order press release, public comment or otherwise contest such other disclosure, and the Company will use reasonable efforts to cooperateor if applicable, at the expense of the Purchaser, comply with the Purchaser in pursuing any such protective orderSection 10.14(c), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the such Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableafter the Closing, (ii) that was known to GAP LLC may disclose on its worldwide web page, www.gapartners.com, the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense name of the PurchaserChief Exexxxxxx Xxxxxxx xx the Company, with a brief description of the Purchaser in pursuing any such protective order)business of the Company, (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of the Purchasers' investment in the Company. If any announcement is required by any Requirement of Law to be providedmade by any party hereto, pursuant prior to making such announcement such party will deliver a draft of such announcement to the transactions contemplated by any of other parties and shall give the Transaction Documentsother parties reasonable opportunity to comment thereon.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none None of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, Agreement or the transactions contemplated hereby or the Purchaser, Purchasers without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser Purchasers or the Company from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser Purchasers on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser parties will use reasonable efforts to notify the Company other party in advance of such disclosure so as to permit the Company such party to seek a protective order or otherwise contest such disclosure, and the Purchaser such other party will use reasonable efforts to cooperate, at the expense of the Companyparty trying to prevent such disclosure, with the Company such party in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's ’s or the Company's ’s officers, directors, stockholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel or counsel, (fe) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information Documents or (if) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or prospective transferee in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance contemplated transfer of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsPurchased Shares. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common are traded to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other party and shall give the other party reasonable opportunity to comment thereon.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, Agreement or any party hereto without the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigationlitigation or arbitration, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (dc) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock or in order to comply with any Requirement of Law, (ed) to the such Purchaser's ’s or the Company's ’s officers, directors, stockholdersshareholders, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel counsel, (e) to any Person that is reasonably necessary in connection with a proposed acquisition of the Subscribed Shares from the Purchasers or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any Requirement of the Transaction Documents; providedLaw, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableGeneral Atlantic LLC may disclose, (ii) that was known with the Company’s prior approval and opportunity to review, on its worldwide web page, xxx.xxxxxxxxxxxxxxx.xxx, the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thatthe name of the Chief Executive Officer of the Company, a brief description of the business of the Company, the Company Company’s logo and the aggregate amount of the Purchasers’ investment in the Company. If any announcement is required by any Requirement of Law to be made by any party hereto, prior to making such announcement such party will use reasonable efforts to notify the Purchaser in advance deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other parties and shall give the other parties reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Publicity; Confidentiality. (a) Following the Closing, the Company and the Purchaser shall issue a joint press release concerning this Agreement and the transactions contemplated hereby. Prior to issuing such press release, the parties shall consult with each other, and provide each other the opportunity to review, comment upon and concur with, such press release and shall not issue such press release prior to such consultation, except to the extent required by applicable Requirements of Law. (b) Except as set forth in Section 9.12(a) of this Agreement and as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure dis closure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (ai) that is already publicly available, (bii) that was known to the Purchaser on a non-non- confidential basis prior to its disclosure by the Company, (ciii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (div) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock Interests in order to comply with any Requirement of Law, (ev) to the Purchaser's or the Company's officersmanagers, directors, stockholdersofficers, shareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel counsel, or (fvi) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; and provided, further, however, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableGeneral Atlantic Partners, (ii) that was known to LLC may disclose on its worldwide web page, xxx.xxxxxxxxxx.xxx, the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thatthe name of the Chief Executive Officer of the Company, a brief description of the business of the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense aggregate amount of the Purchaser's investment in the Company. If any announcement is required by law, with the Purchaser in pursuing any prior to making such protective order), (iv) announce ment such party will deliver a draft of such announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other party and shall give the other party reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Publicity; Confidentiality. Except (a) Following the Closing, neither Seller or the Companies, on the one hand, nor Buyer, on the other hand, shall, and each shall cause their respective Representatives and Affiliates not to, issue any press release or make any public announcement with respect to this Agreement, the other Transaction Documents, or any of the transactions contemplated hereby or thereby, without the prior written consent of Buyer, the Companies and Seller (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Requirements of LawLaw or by any listing agreement with a national securities exchange, none of in which case the parties hereto shall party proposing to issue a publicity such press release or make such public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval by shall use its commercially reasonable efforts to consult in good faith with the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, party before issuing any such press release or making any such public announcement. (b) that was known to From and after the Purchaser on a non-confidential basis prior to its disclosure by the Companydate hereof, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thateach of Buyer, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosureCompanies and Seller shall, and shall cause each of their respective Affiliates to, keep confidential the Purchaser will use reasonable efforts to cooperateConfidential Transaction Information, at the expense of the Company, with the Company in pursuing any such protective order, except (di) to the extent that it is reasonably necessary to disclose the Purchaser reasonably believes it appropriate in order Confidential Transaction Information to protect its investment in obtain the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's regulatory approvals or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any third party from disclosing information (i) that is already publicly availableconsents, (ii) that was known to for disclosures otherwise made in satisfaction of any of the Company on a non-confidential basis prior to its disclosure by the Companyobligations under this Agreement, (iii) that may be to the extent required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order)by applicable Law, (iv) as made public prior to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or date hereof by a Party not in violation of this Agreement and (v) each of Buyer, the Companies and Seller may disclose such information to Persons from whom releasessuch Person’s direct or indirect equityholders or Affiliates, consents and their respective Representatives but only on a strict need to know basis and provided that (x) such equityholders or approvals Affiliates and their respective Representatives are requiredbound by confidentiality agreements of the same standard as the Confidentiality Agreement, or are otherwise subject to whom notice is required professional duties of confidentiality owing to be providedsuch Person with respect to such Confidential Transaction Information, pursuant to and preventing them from disclosing and sharing the transactions contemplated Confidential Transaction Information and (y) each of Buyer, the Companies and Seller shall remain liable for any unauthorized disclosure of any Confidential Transaction Information in breach of such confidentiality agreements, or in violation of such duties of confidentiality, by any of the their equityholders or Affiliates, and their respective Representatives to whom Confidential Transaction DocumentsInformation has been disclosed.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none neither of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchaser or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties party hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in FINAL 32 pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel who have agreed or are otherwise bound by the confidentiality obligations set forth in this Section 9.12 or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided. If any announcement is required by law, further, that nothing in this Agreement shall restrict Governmental Authority or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party from disclosing information (i) that is already publicly availablehereto, (ii) that was known prior to making such announcement such party will deliver a draft of such announcement to the Company on a non-confidential basis prior other parties and shall give the other parties reasonable opportunity to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or any of the Purchaserother parties hereto, without prior written approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be is required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company and Cerberus in advance of such disclosure so as to permit the Company and/or Cerberus, as the case may be, to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company and/or Cerberus, as the case may be, in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's such party’s officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by parties may disclose the name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thatthe name of the Chief Executive Officer of the Company, a brief description of the business of the Company, the Company’s logo and the aggregate amount of the Purchasers’ investment in the Company; and provided further, that the Purchasers acknowledge that the Company intends to issue a press release regarding this transaction on or after Closing and the Purchasers will use their commercially reasonable efforts to notify review and approve such press release in a timely manner upon the Purchaser in advance Company’s request. If any announcement is required by any Requirement of Law to be made by any party hereto, prior to making such announcement such party will deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other parties and shall give the other parties reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Publicity; Confidentiality. (a) The initial press release regarding the Merger shall be a joint press release of the Parties and substantially in the form attached hereto as Exhibit D (the “Press Release”). Except in connection with (i) any dispute between or among the Parties regarding this Agreement or the transactions contemplated hereby or (ii) a press release or other public statement that is (A) consistent in all material respects with previous press releases, public disclosures or public statements made by a Party in accordance with this Agreement, including in investor conference calls, SEC filings, Q&As or other publicly disclosed documents, in each case, to the extent such disclosure is still accurate, thereafter or (B) as may be required by applicable Requirements Law or by obligations pursuant to any listing agreement with or rules of Lawany national securities exchange or interdealer quotation service or by the request of any Governmental Authority, none the Company and Parent shall consult with each other prior to issuing any press releases or otherwise making public announcements with respect to the Merger and the other transactions contemplated by this Agreement and prior to making any filings with any third party and/or any Governmental Authority (including any national securities exchange or interdealer quotation service) with respect thereto. Notwithstanding the foregoing, (1) the Company may, without any consultation with Parent, solicit proxies from the Company’s shareholders in support of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning Merger, (2) Parent, Merger Sub and their respective Affiliates, without consulting with the other, may provide ordinary course communications regarding this Agreement, Agreement and the transactions contemplated hereby to existing or prospective general and limited partners, equity holders, members, managers and investors of any Affiliates of such Person, in each case, who are subject to customary confidentiality restrictions and (3) no Party shall be required to engage in any such consultation regarding any statement, release or disclosure made by such Party in connection with the Purchaser, without prior approval by making of a Company Adverse Recommendation Change in accordance with the other parties hereto; provided, however, that nothing in terms of this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, Agreement. (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense Each of the Company, Parent and Merger Sub will comply with the terms and conditions of the letter agreement, dated March 22, 2019, between the Company in pursuing any such protective orderand Parent (the “Confidentiality Agreement”), (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Lawand will hold and treat, (e) to the Purchaser's or the Company's and will cause their respective officers, directors, stockholders, advisors, employees, membersauditors and other representatives to hold and treat, partners, controlling Persons, auditors or counsel or (f) in confidence all documents and information concerning the other Party furnished to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to such Party in connection with the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, accordance with the Purchaser Confidentiality Agreement, which Confidentiality Agreement shall remain in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsfull force and effect each in accordance with its terms.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser parties from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser such party on a non-confidential basis prior to its disclosure by the Companyother parties, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser that such party will use reasonable efforts to notify the Company other parties in advance of such disclosure so as to permit the Company other parties to seek a protective order or otherwise contest such disclosure, and the Purchaser such party will use reasonable efforts to cooperate, at the expense of the Companyother parties, with the Company other parties in pursuing any such protective order, (d) to the extent that the Purchaser such party reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Companysuch party's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsthis Agreement; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to after the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thatClosing, the Company will use reasonable efforts to notify Purchasers may disclose on the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosureworldwide web page www.gapartners.com, and the Company will use reasonable efforts to cooperatemay disclose on the worldwide web pxxx xxx.xxxxxxxxxx.com, at the expense name of the PurchaserCompany, with the Purchaser in pursuing any such protective order)name of the Purchasers, (iv) to xxx xxxx xx xxx Chief Executive Officer of the Company, a brief description of the business of the Company, the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of the Purchasers' investment in the Company. If any announcement is required by any Requirement of Law to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon; provided, pursuant however, that the delivering party has no obligation whatsoever to the transactions contemplated by take into account any of the Transaction Documentssuch comments.

Publicity; Confidentiality. Except (a) Other than as contemplated below, none of Buyers, Sellers or Companies will make any public disclosure of this Agreement or its terms or conditions (or the February 25, 1997 letter of understanding between Superior and BFI), including particularly the purchase price of the individual Businesses being sold hereunder, or the transactions contemplated hereby, and the Buyers shall hold in confidence and not disclose to any person for any purpose the "confidential information" received by Buyers from Sellers or Companies with respect to each Business without prior consultation with the other principal party hereto, except such disclosure as may be required (a) by applicable Requirements Laws, Orders or by obligations pursuant to any listing agreement with or other requirement of Lawany national securities exchange (including the Nasdaq Stock Market) to which either may be a party or (b) to disclose such information to (i) its representative officers, none of directors, employees, agents and consultants (collectively, "Representatives") who need to evaluate the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreementinformation on their behalf for the purposes described herein; (ii) customers, the transactions contemplated hereby lessors and Government Entities as required to obtain consents and approvals hereunder or the Purchaserissuance or replacement of Permits, without prior approval by including particularly to facilitate the other parties heretoconsent to assignment of customer Contracts to Buyers hereunder; or (iii) Government Entities as otherwise required; provided, howeverfurther, that nothing in this Agreement shall restrict Buyers may disclose the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any legally enforceable summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement Order or Law applicable to Buyers and provided further that, in response to ordinary course inquiries Sellers may disclose the existence of Lawthis Agreement (other than its specific terms and conditions) and the identity and/or location of the Businesses sold. In accordance with clause (a) above and to facilitate clause (b), (e) it is understood and agreed that, upon the execution of this Agreement, Superior intends to publicly announce all or parts of this Agreement and shall provide the other party with an advance copy of any press release with respect thereto. If BFI or an Affiliate intends to issue a press release or other similar public disclosure, it shall provide Superior with an advance copy thereof and neither BFI nor any Affiliate shall include in such press release or public disclosure information regarding the allocation of the purchase price among the Businesses being sold hereunder as provided in Exhibit 3.1, except as required by Law and subject to the Purchaser's other provisions of this section. If either party becomes legally compelled to disclose such confidential information, such party shall provide the other party with prompt notice of such requirement so that the other party may seek a protective order or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) other appropriate remedy. Each party shall take all commonly reasonable steps necessary to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant assure adherence by its Representatives to the transactions contemplated by any provisions of the Transaction Documents; provided, further, that nothing in this Agreement respecting the confidentiality of information. The obligation of Buyers to keep information confidential shall restrict not apply to any party from disclosing information which: (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis Buyers prior to its disclosure by the Company, BFI; (ii) is in general use by competitors of Buyers; (iii) is or becomes part of the public domain without any breach by Buyers of any obligation of confidentiality set forth herein; or (iv) is communicated to any Buyer by a third party who is not bound by a confidentiality agreement with BFI with respect to such information. (b) Upon termination of this Agreement with respect to the sale of any Business hereunder, Buyers will, upon request of BFI, return to BFI or provide evidence satisfactory to BFI that it has destroyed, all confidential information received from Sellers or the Companies in connection with the sale of such Business contemplated by this Agreement. (c) BFI and Superior expressly covenant and agree that if either of them violates, or overtly threatens to violate, any of the covenants in Section 8.7(a) or (b) above, the other party hereto shall be entitled to an accounting and repayment (which repayment may be required effected through such party's offset of such benefits against any payments otherwise owed by such party to the other party hereunder or appropriate in response to any summons otherwise) of all profits, compensation, commissions, remuneration or subpoena benefits which such party, directly or indirectly, have realized and/or may realize as the result of, arising out of, or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order violation or otherwise contest such disclosure, threatened violation. BFI and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) Superior acknowledge further that irreparable injury may result to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to other party and its business in the transactions contemplated event of a breach by any party of any of the Transaction Documentscovenants in Section 8.7(a) or (b) above. BFI and Superior also acknowledge and agree that the damages or injuries which the other party will sustain as a result of a breach by any such party of any of the covenants in Section 8.7(a) or (b) above are difficult to ascertain and money damages alone may not be an adequate remedy to such party. BFI and Superior therefore expressly agree that if a controversy arises concerning the rights or obligations of a party under any of the covenants in Section 8.7(a) or (b) above, such rights or obligations shall be enforceable in a court of equity by decree of specific performance and the parties hereto shall also be entitled to any injunctive relief necessary to prevent or restrain any violation of any of the covenants above. Such relief, however, shall be cumulative and nonexclusive and shall be in addition to any other remedy to which the parties may be entitled. In addition, the parties hereto shall also be entitled to actual attorney's fees and costs incurred in any action in which it is successful in establishing a violation of any of the covenants above. The provisions of Section 15.6 requiring arbitration of disputes hereunder shall not be applicable to violations or alleged violations of any of the covenants of Section 8.7(a) or (b) above.

Publicity; Confidentiality. Except as may be required (a) All news releases, publicity or advertising by applicable Requirements of Law, none of Borrower or its Affiliates through any media intended to reach the parties hereto shall issue a publicity release or general public announcement or otherwise make any public disclosure concerning which refers to this Agreement, the transactions contemplated hereby Note, the Security Instrument or the Purchaserother Loan Documents or the financing evidenced by this Agreement, without the Note, the Security Instrument or the other Loan Documents, to Lender or any of its Affiliates shall be subject to the prior written approval of Lender, not to be unreasonably withheld. All news releases, publicity or advertising by Lender or any of its Affiliates through any media intended to reach the general public which refers to this Agreement, the Note, the Security Instrument or the other Loan Documents or the financing evidenced by this Agreement, the Note, the Security Instrument or the other Loan Documents, Borrower, Guarantor or any of their Affiliates shall be subject to the prior written approval of Borrower and/or Guarantor, as applicable, not to be unreasonably withheld. Notwithstanding the foregoing, Borrower agrees that Lender or any of its Affiliates may share additional information pertaining to the Loan in connection with the sale, assignment or participation of any portion of Loan or if required by Applicable Law, any audit of Lender or any of its Affiliates, or any applicable regulatory or judicial proceeding or litigation. (b) Except as otherwise provided by Applicable Law, Lender shall utilize all non public information obtained pursuant to the requirements of this Agreement which has been identified as confidential or proprietary by the other parties hereto; providedBorrower in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound banking practices but, howevernotwithstanding the foregoing, that nothing in this Agreement shall restrict the Purchaser from disclosing information may make disclosure: (a) that is already publicly available, to any of its Affiliates (provided any such Affiliate shall agree to keep such information confidential in accordance with the terms of this Section); (b) that was known to as requested by any bona fide assignee, participant, Investor, potential investor, Rating Agency (which, for the Purchaser on a purposes of this Section 17.11(b), shall include any non-hired Rating Agency) or other transferee in connection with a Secondary Market Transaction (provided they shall be notified of the confidential basis prior to its disclosure by nature of the Company, information); (c) that may be as required or appropriate in response requested by any Governmental Authority or representative thereof or pursuant to any summons or subpoena legal process or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, legal proceedings; (d) to Lender's independent auditors and other professional advisors (provided they shall be notified of the extent that confidential nature of the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, information); (e) if an Event of Default exists, to any other Person, in connection with the Purchaser's exercise by Lender of rights hereunder or under any of the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or other Loan Documents; and (f) to Persons the extent such information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Lender on a nonconfidential basis from whom releases, consents a source other than the Borrower or approvals are required, or to whom notice any Affiliate that is required not known by Lender to be provided, pursuant subject to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection confidentiality restriction with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsrespect thereto.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the such Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableafter the Closing, (ii) that was known to GAP LLC may disclose on its worldwide web page, xxx.xxxxxxxxxx.xxx, the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense name of the PurchaserChief Executive Officer of the Company, with a brief description of the Purchaser in pursuing any such protective order)business of the Company, (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of the Purchasers' investment in the Company. If any announcement is required by any Requirement of Law to be providedmade by any party hereto, pursuant prior to making such announcement such party will deliver a draft of such announcement to the transactions contemplated by any of other parties and shall give the Transaction Documentsother parties reasonable opportunity to comment thereon.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law(a) Seller and Purchaser each hereby covenant and agree that, none of prior to the parties hereto Closing, neither Seller nor Purchaser shall issue a publicity any press release or other public announcement statement with respect to this Agreement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser(a “Release”), without the prior approval by written consent of the other party (except to the extent required by Law). If either Seller or Purchaser is required by applicable Law to issue a Release prior to the Closing, such party shall, at least two (2) Business Days prior to the issuance of the same, deliver a copy of the proposed Release to the other party for its review and approval. The covenants and obligations of the parties hereto; provided, however, that nothing in under this Agreement Section 23 shall restrict survive the Purchaser from disclosing information (a) that is already publicly available, Closing. (b) that was known Until such time as the Closing occurs under this Agreement, Purchaser and its employees, agents and representatives shall hold in strictest confidence all data, documents and information obtained with respect to the Purchaser on a non-confidential basis prior to Property and furnished by Seller, its disclosure by employees, agents or representatives, whether obtained or furnished before or after the Companyexecution and delivery of this Agreement, and including without limitation all Property Information (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thatcollectively, the “Confidential Information”), and shall not use such Confidential Information except for analyzing whether or not to consummate the transaction under this Agreement. Purchaser will use reasonable efforts shall not disclose any Confidential Information except to notify the Company in advance those employees, agents, representatives, affiliates, potential investors, consultants, lenders and clients of Purchaser who have a need to know of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate Confidential Information in order to protect its investment in evaluate or to assist Purchaser with evaluating whether to proceed with the Purchased Stock in order transactions under this Agreement, and Purchaser shall inform all such employees, agents, representatives, consultants, lenders and clients of Purchaser’s obligations of confidentiality under this Agreement. In the event this Agreement is terminated for any reason, Purchaser shall promptly return to comply with Seller any Requirement Confidential Information. “Confidential Information” shall not include information that (1) is or becomes a matter of Lawpublic knowledge, (e2) is provided from other sources readily available to the public, other than as a result of disclosure by Purchaser in violation of this Agreement, (3) was lawfully in Purchaser's ’s possession prior to the disclosure by Seller, (4) was provided to Purchaser by a third party without restrictions, or the Company's officers(5) is independently developed or prepared by Purchaser, directorsits employees, stockholdersagents, advisors, or representatives. In the event of a breach by Purchaser or its employees, membersagents, partnersrepresentatives, controlling Personsconsultants, auditors employees or counsel clients of this Section 23, Seller shall be entitled to an injunction restraining Purchaser or (f) to Persons its employees, agents, representatives, consultants, lender or clients from whom releasesdisclosing, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena whole or in connection with any litigation (provided thatpart, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so Confidential Information. Nothing herein shall be construed as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in prohibiting Seller from pursuing any other available remedy at law or in equity for such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated breach by any of the Transaction DocumentsPurchaser.

Publicity; Confidentiality. Except (a) The parties hereto agree that no publicity release or announcement concerning this Agreement or the transactions contemplated hereby shall be made without mutual written agreement of the Sellers and the Buyer; provided that if any announcement is required by Law or the rules of any securities exchange or market to be made by the Buyer prior to making such announcement, the Buyer will deliver a draft of such announcement to the Sellers and shall give the Sellers opportunity to comment thereon. Upon the execution of this Agreement and the Initial Closing, the Buyer and the Sellers will consult with the other with respect to a communication plan with respect to customers, suppliers and other applicable Persons regarding the transactions contemplated by this Agreement. (b) All information concerning the Sellers, the Subsidiaries and the Business obtained by the Buyer or its Affiliates pursuant to or in connection with negotiation of this Agreement will be used by the Buyer and its Affiliates solely for purposes related to this Agreement and, in the case of confidential information, will, except as may be required for the performance of this Agreement or by applicable Requirements of Law, none be kept in strict confidence by the Buyer and its Affiliates in accordance with the terms of the parties hereto confidentiality agreement dated March 29, 2006 (the "Confidentiality Agreement"), which Confidentiality Agreement is hereby incorporated in this Agreement by reference. Any breach of the Confidentiality Agreement will be deemed a material breach of this Agreement. (c) From and after the date hereof, ST and the Sellers shall issue a publicity release not, shall cause their Affiliates, and shall use commercially reasonable efforts to cause their respective officers, and directors not to, directly or public announcement indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Buyer or use or otherwise make exploit for its own benefit or for the benefit of anyone other than the Buyer, any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval by the other parties heretoConfidential Information (as defined below); provided, however, that nothing the foregoing shall not prohibit the disclosure of any Confidential Information relating to products, prices, or fees in this Agreement the ordinary course of business, consistent with past practices. The Sellers and their officers, directors and Affiliates shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known not have any obligation to the Purchaser on a non-keep confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, Confidential Information if and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice disclosure thereof is specifically required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentslaw; provided, furtherhowever, that nothing in the event disclosure is required by applicable Law, the Sellers shall, to the extent reasonably possible, provide the Buyer with prompt notice of such requirement prior to making any disclosure so that the Buyer may seek an appropriate protective order For purposes of this Agreement Section 7.9, "Confidential Information" means any information with respect to the Business that would generally be understood in the industry in which the Sellers compete to be confidential, secret or proprietary and which the Company treats as confidential, including methods of operation, customers, customer lists, products, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. Confidential Information does not include, and there shall restrict any party from disclosing be no obligation hereunder with respect to, information that (i) that is already publicly available, generally available to the public on the date of this Agreement or (ii) that was known becomes generally available to the Company on public other than as a non-confidential basis prior to its result of a disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or not otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentspermissible thereunder.

Publicity; Confidentiality. Except (a) Borrower, Agent and Lenders shall mutually agree on the contents of any press release, public announcement or other public disclosure regarding this Agreement and the transactions contemplated hereunder to be made following the mutual execution and delivery of this Agreement; provided that, (i) Agent or any Lender may disclose the terms hereof and give copies of the Loan Documents to assignees and participants and to prospective assignees and participants and (ii) Borrower may disclose the terms and copies hereof in its filings with the Securities and Exchange Commission and thereafter such information shall be made generally available in the public domain. If either party fails to respond to the other party in writing with either an approval or a disapproval within five (5) Business Days of a party’s receipt of the other party’s request for consent or approval as expressly contemplated pursuant to this Section 12.10, then such consent or approval will be deemed to have been given, provided that such five (5) Business Day period will not commence to run unless and until the other party has received all information, materials, documents and other matters required to be submitted to it hereunder, with respect to such consent or approval and all other information, materials, documents and other matters reasonably essential to its decision process. (b) Borrower shall not, without the prior written consent of Agent, use the name of Agent or any Lender in connection with any of its business activities, except in connection with internal business matters, potential or current investors and/or lenders, and as required in dealings with governmental agencies and other financial institutions and as may otherwise be required pursuant to Applicable Laws or in a press release with respect to the Loan. Upon the consent of Borrower, Agent and Lenders may use the name of Borrower and any of its Affiliates in any press release, advertisement or other promotional materials issued with respect to the Loan. (c) Agent and each Lender (each a “Receiving Party”) understands that Borrower may disclose to a Receiving Party confidential or proprietary information relating to Borrower’s business, including, without limitation: (i) marketing philosophy, objectives, strategies and information; (ii) competitive advantages and disadvantages; (iii) cost, pricing, budgets and other financial data, information, objectives and strategies; (iv) information concerning customers, vendors and other business partners; (v) market position and objectives; (vi) business methods; (vii) data processing and management information systems, programs and practices; (viii) application, operating system, communication and other software; (ix) source and object code, technical data, system architecture, formulae, flowcharts and algorithms; (x) trade secrets and any other information that derives independent economic value from not being generally known to, and not being readily ascertainable through proper means by, the public; (xi) insurance and risk management related quotes, costs, data and/or information and (xii) any and all improvements or additions to any of the above (together, “Confidential Information”) (d) In consideration of access Receiving Party may be provided to Confidential Information, Receiving Party hereby agrees: (i) to hold the Confidential Information in confidence and to take all reasonable precautions to protect such Confidential Information, including, without limitation, all precautions Receiving Party employs with respect to its most confidential materials; (ii) not to sell, copy, transfer, modify, publish, or display any such Confidential Information or any information derived therefrom to any third person; provided that Receiving Party may disclose the Confidential Information to its Representatives who have a legitimate “need to know” for the sole purpose of providing support to those individuals who have such need, provided that such Representatives are informed of the confidential nature of such information and must have agreed to treat such Confidential Information (which agreement may be oral) in accordance with the terms of this Section 12.10, and (iii) not to make any use whatsoever at any time of such Confidential Information except for the purposes contemplated by the parties in this Agreement. Notwithstanding the foregoing or otherwise, Receiving Party shall be liable for any breach or threatened breach of the confidentiality obligations set forth herein by Receiving Party or any Representative of said Receiving Party. (e) Confidential Information will not include, however, information which: (a) was publicly known or made generally available in the public domain prior to the time of receipt by Receiving Party; (b) becomes publicly known or made generally available in the public domain after receipt by Receiving Party through no action or inaction by Receiving Party in breach of this Section 12.10; (c) at the time of receipt by Receiving Party, was already in Receiving Party’s possession, as evidenced by Receiving Party’s files and records immediately prior to Receiving Party’s receipt thereof; (d) is obtained by Receiving Party from a Person other than Borrower or Borrower’s Representatives without a breach of such Person’s obligations of confidentiality or similar obligation or violation by such Person of any Applicable Law; or (e) is independently developed by Receiving Party without use of or reference to any Confidential Information. (f) In the event that Receiving Party is required by Applicable Law or by legal process to disclose any Confidential Information, Receiving Party, if legally permissible, shall provide Borrower with immediate notice of such requirement in order to enable Borrower to seek an appropriate protective order or other remedy, to consult with Receiving Party with respect to Borrower’s taking steps to resist or narrow the scope of such requirement or legal process, or to waive compliance, in whole or in part, with the terms of this Section 12.10. In any such event Receiving Party shall use commercially reasonable efforts to ensure that all Confidential Information that is so disclosed will be accorded confidential treatment and that any disclosure will be the minimum disclosure required under the circumstances. Nothing contained in this Section 12.10 shall limit Agent or any Lender’s ability to disclose such Confidential Information as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with such Person’s actual or potential exercise or enforcement of any litigationright or remedy under any Loan Document. (g) As to consumer borrower information, provided thatReceiving Party shall at all times comply with the applicable provisions of the Gxxxx-Xxxxx-Xxxxxx Act of November 12, 1999 (Disclosure of Nonpublic Personal Information). (h) Each Receiving Party hereby acknowledges that United States securities laws prohibit any person with material, non-public information about a registered security from buying or selling such securities or, subject to certain limited exceptions, from communicating such information to any other Person. Each Receiving Party hereby agrees that the Purchaser will use reasonable efforts Confidential Information may contain material, non-public information and further agrees to notify comply, and to insure compliance by its Representatives, with applicable securities laws concerning the Company in advance of Confidential Information, so long as any such disclosure so comports with all Applicable Laws. (i) For purposes of this Section 12.10, “Representative” means, as to permit the Company to seek a protective order or otherwise contest such disclosureany Person, its affiliates and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, and their directors, stockholders, advisorsofficers, employees, trustees, partners, members, partnersmanagers, agents, advisors and professional consultants (including, without limitation, financial advisors, attorneys and accountants), controlling Persons, auditors lenders, funding or counsel or (f) to Persons from whom releasesfinancing sources, consents or approvals are requiredand any applicable rating agency. Unless the context clearly requires otherwise, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing references in this Agreement Section 12.10 to Receiving Party shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsinclude Receiving Party’s Representatives.

Publicity; Confidentiality. Except as may be required (a) All news releases, publicity or advertising by applicable Requirements of Law, none of Borrower or its Affiliates through any media intended to reach the parties hereto shall issue a publicity release or general public announcement or otherwise make any public disclosure concerning which refers to this Agreement, the transactions contemplated hereby Note, the Security Instrument or the Purchaserother Loan Documents or the financing evidenced by this Agreement, without the Note, the Security Instrument or the other Loan Documents, to Lender or any of its Affiliates shall be subject to the prior written approval of Lender, not to be unreasonably withheld. All news releases, publicity or advertising by Lender or any of its Affiliates through any media intended to reach the general public which refers to this Agreement, the Note, the Security Instrument or the other Loan Documents or the financing evidenced by this Agreement, the Note, the Security Instrument or the other Loan Documents, Borrower, Guarantor or any of their Affiliates shall be subject to the prior written approval of Borrower and/or Guarantor, as applicable, not to be unreasonably withheld. Notwithstanding the foregoing, Borrower agrees that Lender or any of its Affiliates may share additional information pertaining to the Loan in connection with the sale, assignment or participation of any portion of Loan or if required by Applicable Law, any audit of Lender or any of its Affiliates, or any applicable regulatory or judicial proceeding or litigation. (b) Except as otherwise provided by Applicable Law, Lender shall utilize all non public information obtained pursuant to the requirements of this Agreement which has been identified as confidential or proprietary by the other parties hereto; providedBorrower in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound banking practices but, howevernotwithstanding the foregoing, that nothing in this Agreement shall restrict the Purchaser from disclosing information may make disclosure: (a) that is already publicly available, to any of its Affiliates (provided any such Affiliate shall agree to keep such information confidential in accordance with the terms of this Section); (b) that was known to as requested by any bona fide assignee, participant, Investor, potential investor, Rating Agency (which, for the Purchaser on a purposes of this Section 17.11(b), shall include any non-hired Rating Agency) or other transferee in connection with a Secondary Market Transaction (provided they shall be notified of the confidential basis prior to its disclosure by nature of the Company, information); (c) that may be as required or appropriate in response requested by any Governmental Authority or representative thereof or pursuant to any summons or subpoena legal process or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, legal proceedings; (d) to Lender’s independent auditors and other professional advisors (provided they shall be notified of the extent that confidential nature of the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, information); (e) if an Event of Default exists, to any other Person, in connection with the Purchaser's exercise by Lender of rights hereunder or under any of the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or other Loan Documents; and (f) to Persons the extent such information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Lender on a nonconfidential basis from whom releases, consents a source other than the Borrower or approvals are required, or to whom notice any Affiliate that is required not known by Lender to be provided, pursuant subject to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection confidentiality restriction with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsrespect thereto.

Publicity; Confidentiality. Except (a) The Company and Parent will consult with each other and will mutually agree upon any publication or press release of any nature with respect to this Agreement or the transactions contemplated hereby and will not issue any such publication or press release prior to such consultation and agreement except (i) as may be required by applicable Requirements Law or by any securities exchange, in which case the party proposing to issue such publication or press release will consult in good faith with the other party or parties and to provide the other party with a reasonable opportunity to comment on such publication or press release before issuing any such publication or press release and will provide a copy thereof to the other party or parties prior to such issuance or (ii) for any such publication or press release that is consistent with prior publications or press releases issued in accordance with the terms of Law, none this Agreement and does not contain any information relating to the parties or this Agreement or the transactions contemplated hereby that has not been previously announced or made public in accordance with the terms of this Agreement. Parent will give the Company the opportunity to review any Securities and Exchange Commission filing to be made in respect of the parties hereto shall issue a publicity release or public announcement execution of this Agreement or otherwise make in respect of the transactions contemplated hereby. (b) Except, and to the extent, as may be requested or required by applicable Law (including securities Laws of any public disclosure concerning jurisdiction and rules and regulations of any applicable securities exchange) or legal, judicial or regulatory process, from and after the date of this Agreement, the transactions contemplated hereby parties will each keep confidential and not directly or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response indirectly disclose to any summons or subpoena or in connection with any litigationthird party (other than its Affiliates, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholdersEmployees, attorneys, accountants, advisors, employeesagents and other representatives, members, partners, controlling Persons, auditors or counsel or provided that they will be instructed to keep confidential) the terms and conditions of this Agreement. (fc) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant Notwithstanding anything in this Agreement to the transactions contemplated by contrary, following Closing, the Shareholders’ Representative will be permitted to: (i) after the public announcement of the Merger, publicly announce that it has been engaged to serve as the Shareholders’ Representative in connection with the Merger as long as such announcement does not disclose any of the Transaction Documentsother terms of the Merger or the other transactions contemplated herein; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, and (ii) that was known disclose information to the Company on Shareholders who have a non-confidential basis prior need to its disclosure by the Companyknow such information, (iii) provided that may be required or appropriate in response such persons are subject to any summons or subpoena or in connection confidentiality obligations with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsrespect thereto.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none None of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, Agreement or the transactions contemplated hereby or the Purchaser, Purchasers without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser Purchasers or the Company from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser Purchasers on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser parties will use reasonable efforts to notify the Company other party in advance of such disclosure so as to permit the Company such party to seek a protective order or otherwise contest such disclosure, and the Purchaser such other party will use reasonable efforts to cooperate, at the expense of the Companyparty trying to prevent such disclosure, with the Company such party in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's ’s or the Company's ’s officers, directors, stockholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel or counsel, (fe) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information Documents or (if) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or prospective transferee in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance contemplated transfer of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsPurchased Shares or Warrants. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common are traded to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other party and shall give the other party reasonable opportunity to comment thereon.

Publicity; Confidentiality. Except as may be required by -------------------------- applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the such Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableafter the Closing, (ii) that was known to GAP LLC may disclose on its worldwide web page, xxx.xxxxxxxxxx.xxx, the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense name of the PurchaserChief Executive Officer of the Company, with a brief description of the Purchaser in pursuing any such protective order)business of the Company, (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of the Purchasers' investment in the Company. If any announcement is required by any Requirement of Law to be providedmade by any party hereto, pursuant prior to making such announcement such party will deliver a draft of such announcement to the transactions contemplated by any of other parties and shall give the Transaction Documentsother parties reasonable opportunity to comment thereon.

Publicity; Confidentiality. Except (a) The parties agree that neither will issue any press release or otherwise publicize the terms of this Agreement without the written consent of the other party, except as such publicity may be made in the course of normal reporting practices by a party to its direct or indirect partners, shareholders or members or as otherwise required by applicable Requirements of Lawlaw. Notwithstanding the foregoing to the contrary, none of (i) Preferred Investor shall be authorized to issue one or more press releases following the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, Effective Date containing terms satisfactory to the transactions contemplated hereby or the Purchaser, without prior approval by the other parties heretoPreferred Investor in its sole discretion; provided, however, that nothing Preferred Investor shall endeavor in good faith to consult with Common Member in the preparation and distribution of such press release(s) so long as such consultation does not cause unreasonable delay in connection with the preparation and distribution of such press release(s) and (ii) Preferred Investor’s prior written consent shall not be required with respect to any regulatory filings with state and/or federal securities regulatory governmental authorities (e.g., Form 10-K, Form 10-Q and Form 8-K), as long as the descriptions of the Agreement, Transactions or Preferred Investor (to the extent applicable) are substantially the same as those descriptions set forth in the Form 8-K of Broad Street dated on or about the date hereof, a copy of which has been approved by Preferred Investor. Except to the extent required under any applicable law, any modifications to the descriptions of the Agreement, Transactions or Preferred Investor (to the extent applicable) which cause such descriptions not to be substantially the same as those descriptions set forth in the Form 8-K of Broad Street dated on or about the date hereof, shall be subject to Preferred Investor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Subject to the foregoing Section 5.11(a), each of the parties hereto agrees to keep the existence and contents of this Agreement and the Transactions (including the structure, terms and conditions set forth in this Agreement shall restrict and the Purchaser from disclosing information fact that the other party executed this Agreement) confidential, except as (ai) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required by a judicial or appropriate administrative proceeding or as otherwise may be reasonably deemed to be required by applicable law, rule or regulation, in response to which case such party will provide the other party with an advance version of any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, 44 and the Purchaser will use reasonable efforts opportunity for the other party to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableand/or, (ii) that was known to the Company on a non-strictly confidential basis prior and “need to know” basis, solely to its disclosure by directors, officers, investors, potential financing sources and partners, employees and professional advisors (collectively, its “Representatives”) who, in such party’s reasonable judgement, need to know such information for the Companypurposes of evaluating, (iii) that may be required negotiating or appropriate in response consummating the Transactions. Each party hereto will direct its Representatives to any summons or subpoena or in connection with any litigation (provided that, keep the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosuresame strictly confidential, and will be responsible for any breach by its Representatives. (c) This Section 5.11 shall survive the Company will use reasonable efforts to cooperate, at the expense Closing or termination of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsthis Agreement.

Publicity; Confidentiality. Within fifteen (15) calendar days of the date hereof, the Company shall prepare and file a Current Report on Form 8-K (the "Form 8-K") with the SEC disclosing the transactions contemplated hereby and filing this Agreement as an exhibit thereto. Prior to filing the Form 8-K with the SEC, the Company shall provide a draft of the Form 8-K to the Investors for their review and comment. Except for the Form 8-K and as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity press release or make any public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Investors or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser parties from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser such party on a non-confidential basis prior to its disclosure by the Companyother party, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, or any Requirement of Law, provided that, the Purchaser that such party will use reasonable efforts to notify the Company other party(ies) in advance of such disclosure so as to permit the Company other party(ies) to seek a protective order or otherwise contest such disclosure, and the Purchaser such party will use reasonable efforts to cooperate, at the expense of the Companyother party(ies), with the Company other party(ies) in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Companyother party's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (fe) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict . If any announcement is required by any Requirement of Law to be made by any party from disclosing information (i) that is already publicly availablehereto, (ii) that was known prior to making such announcement such party will deliver a draft of such announcement to the Company on a non-confidential basis prior other parties and shall give the other parties reasonable opportunity to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Publicity; Confidentiality. Except as may be required (a) All news releases, publicity or advertising by applicable Requirements of Law, none of Borrower or its Affiliates through any media intended to reach the parties hereto shall issue a publicity release or general public announcement or otherwise make any public disclosure concerning which refers to this Agreement, the transactions contemplated hereby Note, the Pledge Agreement or the Purchaserother Loan Documents or the financing evidenced by this Agreement, without the Note, the Pledge Agreement or the other Loan Documents, to Lender or any of its Affiliates shall be subject to the prior written approval of Lender, not to be unreasonably withheld. All news releases, publicity or advertising by Lender or any of its Affiliates through any media intended to reach the general public which refers to this Agreement, the Note, the Pledge Agreement or the other Loan Documents or the financing evidenced by this Agreement, the Note, the Pledge Agreement or the other Loan Documents, Borrower, Guarantor or any of their Affiliates shall be subject to the prior written approval of Borrower and/or Guarantor, as applicable, not to be unreasonably withheld. Notwithstanding the foregoing, Borrower agrees that Lender or any of its Affiliates may share additional information pertaining to the Loan in connection with the sale, assignment or participation of any portion of Loan or if required by Applicable Law, any audit of Lender or any of its Affiliates, or any applicable regulatory or judicial proceeding or litigation. (b) Except as otherwise provided by Applicable Law, Lender shall utilize all non public information obtained pursuant to the requirements of this Agreement which has been identified as confidential or proprietary by the other parties hereto; providedBorrower in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound banking practices but, howevernotwithstanding the foregoing, that nothing in this Agreement shall restrict the Purchaser from disclosing information may make disclosure: (a) that is already publicly available, to any of its Affiliates (provided any such Affiliate shall agree to keep such information confidential in accordance with the terms of this Section); (b) that was known to as requested by any bona fide assignee, participant, Investor, potential investor, Rating Agency (which, for the Purchaser on a purposes of this Section 17.11(b), shall include any non-hired Rating Agency) or other transferee in connection with a Secondary Market Transaction (provided they shall be notified of the confidential basis prior to its disclosure by nature of the Company, information); (c) that may be as required or appropriate in response requested by any Governmental Authority or representative thereof or pursuant to any summons or subpoena legal process or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, legal proceedings; (d) to Lender’s independent auditors and other professional advisors (provided they shall be notified of the extent that confidential nature of the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, information); (e) if an Event of Default exists, to any other Person, in connection with the Purchaser's exercise by Lender of rights hereunder or under any of the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or other Loan Documents; and (f) to Persons the extent such information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Lender on a nonconfidential basis from whom releases, consents a source other than the Borrower or approvals are required, or to whom notice any Affiliate that is required not known by Lender to be provided, pursuant subject to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection confidentiality restriction with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsrespect thereto.

Publicity; Confidentiality. 16.1 Except as may be to the extent required by applicable Requirements law, neither party shall announce or publicly disclose the terms or conditions (including royalty and any financial terms) of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby Master License Agreement or the Purchaser, License Agreement without prior written approval by from the other parties heretoparty; provided, however, that nothing in this Agreement either party shall restrict have the Purchaser from disclosing information right to publicly disclose the following: (a) that Licensee is already publicly availablea customer of Artisan Components, and (b) that was known Artisan Components has provided the Licensed Product(s) to Licensee and that the Licensed Product(s) were Used in the development of the Licensed Integrated Circuits. In addition, either party may issue a press release related to this Agreement upon the other party's prior written approval (such approval not to be unreasonably withheld or delayed). Once approved, the statements in a press release remain approved until approval is specifically revoked, in writing. 16.2 The parties acknowledge that by reason of their relationship to each other hereunder, each may have access to certain information and materials concerning the other's business, plans, customers, technology and products that is confidential to that other party. Such information and materials will be marked as "Confidential" or "Proprietary" or otherwise clearly identified as confidential or proprietary ("Confidential Information"). In the event such disclosure is initially oral or visual and not reduced to writing, it shall be identified as confidential at the time of disclosure and summarized or identified in a written document, which shall be marked with an appropriate legend such as "Confidential" or "Proprietary" and provided to the Purchaser on other party within thirty (30) days following such disclosure. Notwithstanding the foregoing, the Licensed Product(s) are Confidential Information of Artisan Components regardless of whether they are marked confidential or proprietary and/or summarized in a non-confidential basis prior writing. Each party agrees that except as may otherwise be stated herein, it shall not use, except to perform its obligations and/or to exercise its rights and licenses specified under this Master License Agreement or the License Agreement, nor disclose to any third party (except to Affiliates who are under an obligation of confidentiality, and subject to the other terms and conditions of this Master License Agreement and the License Agreement), any such Confidential Information revealed to it by the other party. Each party shall take reasonable precautions to protect the confidentiality of such information, which in any event will be no less than what it takes with respect to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-own similar confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsinformation.

Publicity; Confidentiality. Except (a) Borrower, Agent and Lenders shall mutually agree on the contents of any press release, public announcement or other public disclosure regarding this Agreement and the transactions contemplated hereunder to be made following the mutual execution and delivery of this Agreement; provided that, (i) Agent or any Lender may disclose the terms hereof and give copies of the Loan Documents to assignees and participants and to prospective assignees and participants and (ii) Borrower may disclose the terms and copies hereof in its filings with the Securities and Exchange Commission and thereafter such information shall be made generally available in the public domain. If either party fails to respond to the other party in writing with either an approval or a disapproval within five (5) Business Days of a party’s receipt of the other party’s request for consent or approval as expressly contemplated pursuant to this Section 12.10, then such consent or approval will be deemed to have been given, provided that such five (5) Business Day period will not commence to run unless and until the other party has received all information, materials, documents and other matters required to be submitted to it hereunder, with respect to such consent or approval and all other information, materials, documents and other matters reasonably essential to its decision process. (b) Borrower shall not, without the prior written consent of Agent, use the name of Agent or any Lender in connection with any of its business activities, except in connection with internal business matters, potential or current investors and/or lenders, and as required in dealings with governmental agencies and other financial institutions and as may otherwise be required pursuant to Applicable Laws or in a press release with respect to the Loan. Upon the consent of Borrower, Agent and Lenders may use the name of Borrower and any of its Affiliates in any press release, advertisement or other promotional materials issued with respect to the Loan. (c) Agent and each Lender (each a “Receiving Party”) understands that Borrower may disclose to a Receiving Party confidential or proprietary information relating to Borrower’s business, including, without limitation: (i) marketing philosophy, objectives, strategies and information; (ii) competitive advantages and disadvantages; (iii) cost, pricing, budgets and other financial data, information, objectives and strategies; (iv) information concerning customers, vendors and other business partners; (v) market position and objectives; (vi) business methods; (vii) data processing and management information systems, programs and practices; (viii) application, operating system, communication and other software; (ix) source and object code, technical data, system architecture, formulae, flowcharts and algorithms; (x) trade secrets and any other information that derives independent economic value from not being generally known to, and not being readily ascertainable through proper means by, the public; (xi) insurance and risk management related quotes, costs, data and/or information and (xii) any and all improvements or additions to any of the above (together, “Confidential Information”) (d) In consideration of access Receiving Party may be provided to Confidential Information, Receiving Party hereby agrees: (i) to hold the Confidential Information in confidence and to take all reasonable precautions to protect such Confidential Information, including, without limitation, all precautions Receiving Party employs with respect to its most confidential materials; (ii) not to sell, copy, transfer, modify, publish, or display any such Confidential Information or any information derived therefrom to any third person; provided that Receiving Party may disclose the Confidential Information to its Representatives who have a legitimate “need to know” for the sole purpose of providing support to those individuals who have such need, provided that such Representatives are informed of the confidential nature of such information and must have agreed to treat such Confidential Information (which agreement may be oral) in accordance with the terms of this Section 12.10, and (iii) not to make any use whatsoever at any time of such Confidential Information except for the purposes contemplated by the parties in this Agreement. Notwithstanding the foregoing or otherwise, Receiving Party shall be liable for any breach or threatened breach of the confidentiality obligations set forth herein by Receiving Party or any Representative of said Receiving Party. (e) Confidential Information will not include, however, information which: (a) was publicly known or made generally available in the public domain prior to the time of receipt by Receiving Party; (b) becomes publicly known or made generally available in the public domain after receipt by Receiving Party through no action or inaction by Receiving Party in breach of this Section 12.10; (c) at the time of receipt by Receiving Party, was already in Receiving Party’s possession, as evidenced by Receiving Party’s files and records immediately prior to Receiving Party’s receipt thereof; (d) is obtained by Receiving Party from a Person other than Borrower or Borrower’s Representatives without a breach of such Person’s obligations of confidentiality or similar obligation or violation by such Person of any Applicable Law; or (e) is independently developed by Receiving Party without use of or reference to any Confidential Information. (f) In the event that Receiving Party is required by Applicable Law or by legal process to disclose any Confidential Information, Receiving Party, if legally permissible, shall provide Borrower with immediate notice of such requirement in order to enable Borrower to seek an appropriate protective order or other remedy, to consult with Receiving Party with respect to Borrower’s taking steps to resist or narrow the scope of such requirement or legal process, or to waive compliance, in whole or in part, with the terms of this Section 12.10. In any such event Receiving Party shall use commercially reasonable efforts to ensure that all Confidential Information that is so disclosed will be accorded confidential treatment and that any disclosure will be the minimum disclosure required under the circumstances. Nothing contained in this Section 12.10 shall limit Agent or any Lender’s ability to disclose such Confidential Information as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with such Person’s actual or potential exercise or enforcement of any litigationright or remedy under any Loan Document. (g) As to consumer borrower information, provided thatReceiving Party shall at all times comply with the applicable provisions of the Xxxxx-Xxxxx-Xxxxxx Act of November 12, 1999 (Disclosure of Nonpublic Personal Information). (h) Each Receiving Party hereby acknowledges that United States securities laws prohibit any person with material, non-public information about a registered security from buying or selling such securities or, subject to certain limited exceptions, from communicating such information to any other Person. Each Receiving Party hereby agrees that the Purchaser will use reasonable efforts Confidential Information may contain material, non-public information and further agrees to notify comply, and to insure compliance by its Representatives, with applicable securities laws concerning the Company in advance of Confidential Information, so long as any such disclosure so comports with all Applicable Laws. (i) For purposes of this Section 12.10, “Representative” means, as to permit the Company to seek a protective order or otherwise contest such disclosureany Person, its affiliates and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, and their directors, stockholders, advisorsofficers, employees, trustees, partners, members, partnersmanagers, agents, advisors and professional consultants (including, without limitation, financial advisors, attorneys and accountants), controlling Persons, auditors lenders, funding or counsel or (f) to Persons from whom releasesfinancing sources, consents or approvals are requiredand any applicable rating agency. Unless the context clearly requires otherwise, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing references in this Agreement Section 12.20 to Receiving Party shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsinclude Receiving Party’s Representatives.

Publicity; Confidentiality. Except as Lessor will have the right to disclose to others and to include on or in its website, brochures and other marketing materials information consisting of “tombstone-like” statements about this lease transaction which mention Lessee and may use Lessee’s logo and the amount of the lease funding provided by Lessor to Lessee. Such information shall not include any proprietary or confidential information of Lessee. Lessee grants Lessor permission to make reference to Lessee in its marketing materials referenced in this Section 20, unless otherwise notified by Xxxxxx in writing. In handling any confidential information, Lessor shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information made: (a) that is already publicly available, to Lessor’s Subsidiaries or Affiliates; (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure as required by the Companylaw, regulation, subpoena, or other order; (c) that may be to Lessor’s regulators or as otherwise required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order Lessor’s examination or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, audit; (d) to the extent that the Purchaser reasonably believes it as Lessor considers appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, exercising remedies under this Agreement; and (e) to third-party service providers of Lessor so long as such service providers have executed a confidentiality agreement with Lessor with terms no less restrictive than those contained herein. For purposes of this Section 20, “Confidential Information” shall have the Purchaser's or meaning set forth in the Company's officersMutual Non-Disclosure Agreement between Borrower and predecessors-in-interest to Lender dated December 4, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice 2018. Confidential information does not include information that is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information either: (i) that is already publicly availablein the public domain or in Lessor’s possession when disclosed to Lessor, or becomes part of the public domain (other than as a result of its disclosure by Lessor in violation of this Agreement) after disclosure to Lessor; or (ii) disclosed to Lessor by a third party, if Lessor does not know that was known to the Company on a non-confidential basis prior to its disclosure by third party is prohibited from disclosing the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsinformation.

Publicity; Confidentiality. Except (a) Publicity. Concurrently with or as promptly as practicable following the execution of this Agreement, the Parties (other than the Consenting Noteholders or Consenting Bridge Lenders) or some of the Parties shall issue the press release or press releases substantially in the form(s) attached to Schedule 6.6(a) (collectively, the “Initial Press Release”). Subject to the terms set forth in the immediately following sentence, none of the Parties will make, or permit any Affiliate thereof to make, any public statements, including any press releases, with respect to this Agreement, the other Definitive Documentation, or the Transaction unless such press release or public statement is consistent, in all material respects, with the Initial Press Release or receives the prior written consent of the Company, the Plan Investor and the Required Consenting Lenders. Notwithstanding anything to the contrary contained in the foregoing, any Party (or any Affiliate thereof) may (i) make disclosures required by any applicable law or applicable stock exchange requirements (it being acknowledged that Novelion intends to file a Current Report on Form 8-K and any equivalent filing as may be required by applicable Requirements of Law, none Canadian securities laws in respect of the parties hereto shall issue Transaction within the permitted statutory timeframe from the date of this Agreement (or in a publicity release or public announcement periodic report in lieu of such Form 8-K, if timing so permits), and such filing and/or subsequent filings with the Securities and Exchange Commission may attach or otherwise file as exhibits this Agreement and/or other Definitive Documentation), in which case the Party required to make any public (or whose Affiliate is required to make) such disclosure concerning will allow the other Parties reasonable time to comment on such disclosure in advance of the making or issuance thereof to the extent reasonably practicable, (ii) make disclosures that are expressly contemplated by this Agreement, the transactions contemplated hereby Plan Funding Agreement or the PurchaserPlan, without prior including (A) in the case of the Plan Investor, the filing and disclosure of the Admission Document and any other documentation in respect of the solicitation of the approval by of its shareholders in respect of the other parties hereto; providedTransaction, howeversubject to compliance with the terms set forth in the Plan Funding Agreement, that nothing and (B) in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by case of the Company, such disclosures as it is required to make in connection with the Bankruptcy Cases, including in connection with the solicitation of votes in support of the Plan, and (ciii) that may make such disclosures as any Party or its Affiliates determines to be advisable or required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thataction or legal proceeding commenced by any Party against any other Party or any Affiliate thereof in respect of any dispute arising out of this Agreement, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's other Definitive Documentation or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsTransaction.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none None of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, Agreement or the transactions contemplated hereby or the Purchaser, Purchasers without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser Purchasers or the Company from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser Purchasers on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser parties will use reasonable efforts to notify the Company other party in advance of such disclosure so as to permit the Company such party to seek a protective order or otherwise contest such disclosure, and the Purchaser such other party will use reasonable efforts to cooperate, at the expense of the Companyparty trying to prevent such disclosure, with the Company such party in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's Purchasers’ or the Company's ’s officers, directors, stockholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel or counsel, (fe) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information Documents or (if) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or prospective transferee in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance contemplated transfer of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsNotes or the Conversion Securities or the capital stock of the Company issuable upon the conversion or exercise thereof. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common are traded to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other party and shall give the other party reasonable opportunity to comment thereon.

Publicity; Confidentiality. (a) As of the date of this Agreement, the Buyer and the Seller have agreed upon the substantive content of the initial press release to be issued by the Parties to the general public with respect to the execution and delivery of this Agreement. Either party may issue the agreed upon initial press release and thereafter, during the period between the date hereof and the Closing, neither the Buyer nor the Seller nor any of their respective affiliates or agents shall issue or cause the publication of any press release (or other written public statement) with respect to this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or the rules and regulations of any United States securities exchange on which the securities of the Buyer or it affiliates are listed or traded. (b) Except as may be required by applicable Requirements of LawLaw or as otherwise expressly contemplated herein, none of the parties hereto neither Party nor its employees, agents, or representatives shall issue a publicity release or public announcement or otherwise make disclose to any public disclosure concerning third party this Agreement, the transactions contemplated hereby subject matter or terms hereof or any Confidential Information without the Purchaser, without prior approval by written consent of the other parties heretoParty; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information Buyer may disclose any such Confidential Information as follows: (a) that is already publicly availableto the Buyer’s employees, lenders, counsel or accountants who have agreed to be subject to the requirements of this Section 5.5, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Lawapplicable Law or Order and/or (c) to comply with the Buyer’s requirements under the Securities Act, the Exchange Act and any applicable exchange rules or regulations; and further provided, however, that the Seller may disclose this Agreement, the subject matter or terms hereof and Confidential Information as follows: (ea) to the Purchaser's or the Company's officers, directors, stockholders, advisors, Seller’s employees, memberslenders, partners, controlling Persons, auditors or counsel or accountants who have agreed to be subject to the requirements of this Section 5.5 and/or (fb) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection comply with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order applicable Law or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsOrder.

Publicity; Confidentiality. Except (a) Borrower, Agent and Lenders shall mutually agree on the contents of any press release, public announcement or other public disclosure regarding this Agreement and the transactions contemplated hereunder to be made following the mutual execution and delivery of this Agreement; provided that, (i) Agent or any Lender may disclose the terms hereof and give copies of the Loan Documents to assignees and participants and to prospective assignees and participants and (ii) Borrower may disclose the terms and copies hereof in its filings with the Securities and Exchange Commission and thereafter such information shall be made generally available in the public domain. If either party fails to respond to the other party in writing with either an approval or a disapproval within five (5) Business Days of a party’s receipt of the other party’s request for consent or approval as expressly contemplated pursuant to this Section 12.10, then such consent or approval will be deemed to have been given, provided that such five (5) Business Day period will not commence to run unless and until the other party has received all information, materials, documents and other matters required to be submitted to it hereunder, with respect to such consent or approval and all other information, materials, documents and other matters reasonably essential to its decision process. (b) Borrower shall not, without the prior written consent of Agent, use the name of Agent or any Lender in connection with any of its business activities, except in connection with internal business matters, potential or current investors and/or lenders, and as required in dealings with governmental agencies and other financial institutions and as may otherwise be required pursuant to Applicable Laws or in a press release with respect to the Loan. Upon the consent of Borrower, Agent and Lenders may use the name of Borrower and any of its Affiliates in any press release, advertisement or other promotional materials issued with respect to the Loan. (c) Agent and each Lender (each a “Receiving Party”) understands that Borrower may disclose to a Receiving Party confidential or proprietary information relating to Borrower’s business, including, without limitation: (i) marketing philosophy, objectives, strategies and information; (ii) competitive advantages and disadvantages; (iii) cost, pricing, budgets and other financial data, information, objectives and strategies; (iv) information concerning customers, vendors and other business partners; (v) market position and objectives; (vi) business methods; (vii) data processing and management information systems, programs and practices; (viii) application, operating system, communication and other software; (ix) source and object code, technical data, system architecture, formulae, flowcharts and algorithms; (x) trade secrets and any other information that derives independent economic value from not being generally known to, and not being readily ascertainable through proper means by, the public; (xi) insurance and risk management related quotes, costs, data and/or information and (xii) any and all improvements or additions to any of the above (together, “Confidential Information”) 86 (d) In consideration of access Receiving Party may be provided to Confidential Information, Receiving Party hereby agrees: (i) to hold the Confidential Information in confidence and to take all reasonable precautions to protect such Confidential Information, including, without limitation, all precautions Receiving Party employs with respect to its most confidential materials; (ii) not to sell, copy, transfer, modify, publish, or display any such Confidential Information or any information derived therefrom to any third person; provided that Receiving Party may disclose the Confidential Information to its Representatives who have a legitimate “need to know” for the sole purpose of providing support to those individuals who have such need, provided that such Representatives are informed of the confidential nature of such information and must have agreed to treat such Confidential Information (which agreement may be oral) in accordance with the terms of this Section 12.10, and (iii) not to make any use whatsoever at any time of such Confidential Information except for the purposes contemplated by the parties in this Agreement. Notwithstanding the foregoing or otherwise, Receiving Party shall be liable for any breach or threatened breach of the confidentiality obligations set forth herein by Receiving Party or any Representative of said Receiving Party. (e) Confidential Information will not include, however, information which: (a) was publicly known or made generally available in the public domain prior to the time of receipt by Receiving Party; (b) becomes publicly known or made generally available in the public domain after receipt by Receiving Party through no action or inaction by Receiving Party in breach of this Section 12.10; (c) at the time of receipt by Receiving Party, was already in Receiving Party’s possession, as evidenced by Receiving Party’s files and records immediately prior to Receiving Party’s receipt thereof; (d) is obtained by Receiving Party from a Person other than Borrower or Borrower’s Representatives without a breach of such Person’s obligations of confidentiality or similar obligation or violation by such Person of any Applicable Law; or (e) is independently developed by Receiving Party without use of or reference to any Confidential Information. (f) In the event that Receiving Party is required by Applicable Law or by legal process to disclose any Confidential Information, Receiving Party, if legally permissible, shall provide Borrower with immediate notice of such requirement in order to enable Borrower to seek an appropriate protective order or other remedy, to consult with Receiving Party with respect to Borrower’s taking steps to resist or narrow the scope of such requirement or legal process, or to waive compliance, in whole or in part, with the terms of this Section 12.10. In any such event Receiving Party shall use commercially reasonable efforts to ensure that all Confidential Information that is so disclosed will be accorded confidential treatment and that any disclosure will be the minimum disclosure required under the circumstances. Nothing contained in this Section 12.10 shall limit Agent or any Lender’s ability to disclose such Confidential Information as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with such Person’s actual or potential exercise or enforcement of any litigationright or remedy under any Loan Document. (g) As to consumer borrower information, provided thatReceiving Party shall at all times comply with the applicable provisions of the Xxxxx-Xxxxx-Xxxxxx Act of November 12, 1999 (Disclosure of Nonpublic Personal Information). (h) Each Receiving Party hereby acknowledges that United States securities laws prohibit any person with material, non-public information about a registered security from buying or selling such securities or, subject to certain limited exceptions, from communicating such information to any other Person. Each Receiving Party hereby agrees that the Purchaser will use reasonable efforts Confidential Information may contain material, non-public information and further agrees to notify comply, and to insure compliance by its Representatives, with applicable securities laws concerning the Company in advance of Confidential Information, so long as any such disclosure so comports with all Applicable Laws. (i) For purposes of this Section 12.10, “Representative” means, as to permit the Company to seek a protective order or otherwise contest such disclosureany Person, its affiliates and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, and their directors, stockholders, advisorsofficers, employees, trustees, partners, members, partnersmanagers, agents, advisors and professional consultants (including, without limitation, financial advisors, attorneys and accountants), controlling Persons, auditors lenders, funding or counsel or (f) to Persons from whom releasesfinancing sources, consents or approvals are requiredand any applicable rating agency. Unless the context clearly requires otherwise, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing references in this Agreement Section 12.10 to Receiving Party shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsinclude Receiving Party’s Representatives.

Publicity; Confidentiality. (a) The initial press release regarding the Merger shall be a joint press release of the Parties. Except in connection with (i) a Change of Recommendation or an Acquisition Proposal, (ii) any dispute between or among the Parties regarding this Agreement or the transactions contemplated hereby or (iii) a press release or other public statement that is (A) consistent in all material respects with previous press releases, public disclosures or public statements made by a Party in accordance with this Agreement, including in investor conference calls, SEC filings, Q&As or other publicly disclosed documents, in each case, to the extent such disclosure is still accurate, thereafter or (B) as may be required by applicable Requirements Law or by obligations pursuant to any listing agreement with or rules of Lawany national securities exchange or interdealer quotation service or by the request of any Governmental Authority (or, none in the case of the parties hereto Company, by the fiduciary duties of the Company Board as reasonably determined by the Company Board or, in the case of Parent, by the fiduciary duties of the Management Board of Parent as reasonably determined by the Management Board of Parent), in each case, as determined in the good faith judgment of the Party proposing to make such release, unless a Change of Recommendation has occurred, the Company and Parent shall issue a publicity release or public announcement consult with each other prior to issuing any press releases or otherwise making public announcements with respect to the Merger and the other transactions contemplated by this Agreement and prior to making any filings with any third party and/or any Governmental Authority (including any national securities exchange or interdealer quotation service) with respect thereto. Notwithstanding the foregoing, (1) the Company may, without any consultation with Parent, make any public disclosure concerning this Agreement, communications in support of the Merger and/or the transactions contemplated hereby or and solicit proxies from the Purchaser, without prior approval Company’s stockholders and (2) Parent and the Company may make public statements in response to specific questions by the other parties hereto; providedpress, howeveranalysts, that nothing investors or those attending industry conferences or financial analyst conference calls, so long as any such statements in clauses (1) and (2) consist solely of information previously disclosed in all material respects and consistent in all material respects with previous press releases, public disclosures or public statements made by a Party in accordance with this Agreement shall restrict Agreement, in each case, to the Purchaser from disclosing information (a) that extent such disclosure is already publicly available, still accurate at the time of such statement. (b) that was known Each of Parent and Merger Sub will comply with the terms and conditions of the letter agreement, dated April 30, 2019, between the Company and Parent (the “Confidentiality Agreement”), and will hold and treat, and will cause their respective officers, employees, auditors and other Representatives to hold and treat, in confidence all documents and information concerning the Purchaser on a non-confidential basis prior Company and its Subsidiaries furnished to its disclosure by the Company, (c) that may be required Parent or appropriate in response to any summons or subpoena or Merger Sub in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement in accordance with the Confidentiality Agreement, which Confidentiality Agreement shall restrict any party from disclosing information remain in full force and effect each in accordance with its terms; provided that (i) that the Confidentiality Agreement is already publicly availablehereby amended, as applicable, to permit the inclusion of all potential sources of equity, debt or other financing in the term “Representatives” as such term is defined therein, and (ii) that was known to any explicit or implicit lockup or standstill restrictions contained in the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may Confidentiality Agreement shall be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so terminated as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any date of the Transaction Documentsthis Agreement.

Publicity; Confidentiality. Except as may be required by -------------------------- applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this -------- ------- Agreement shall restrict the Purchaser parties from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-non- confidential basis prior to its disclosure by the Company, (c) if any announcement is required by law to be made by any party hereto, provided, -------- however, that may be required or appropriate in response prior to any summons or subpoena or in connection with any litigation, provided that, the Purchaser making such announcement such party will use reasonable efforts to notify the Company in advance deliver a draft ------- of such disclosure so as announcement to permit the Company other parties and shall give the other parties an opportunity to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective ordercomment thereon, (d) to the extent that the a Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (e) to any of the Purchaser's Purchasers' or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel counsel, or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, and provided further, that nothing the parties hereto and -------- ------- their affiliates may disclose the aggregate amount and description of the Purchasers' investment in this Agreement shall restrict the Company. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party from disclosing information (i) that is already publicly availablehereto, (ii) that was known prior to making such announcement such party will deliver a draft of such announcement to the Company on a non-confidential basis prior other parties and shall give the other parties reasonable opportunity to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Publicity; Confidentiality. Except (a) Parent, Seller and Buyer will consult with each other and will mutually agree upon any publication or press release of any nature with respect to this Agreement or the Transactions and shall not issue any such publication or press release prior to such consultation and agreement except as may be required by applicable Requirements Law or by any securities exchange, in which case the party proposing to issue such publication or press release shall make reasonable efforts to consult in good faith with the other party or parties and to provide the other party with a reasonable opportunity to comment on such publication or press release before issuing any such publication or press release and shall provide a copy thereof to the other party or parties prior to such issuance. The parties agree that any Securities and Exchange Commission filing to be made in respect of Lawthe execution of this Agreement or otherwise in respect of the Transactions shall be in the form agreed to by Parent, none Seller and Buyer. (b) Except, and to the extent, as may be requested or required by applicable Law (including securities laws of any jurisdiction and rules and regulations of any applicable securities exchange) or legal, judicial or regulatory process, from and after the date of this Agreement, the parties hereto shall issue each keep confidential and not directly or indirectly disclose to any third Person (other than its Affiliates, officers, directors, employees, attorneys, accountants, advisors, agents and other Representatives, provided, that they shall be instructed to keep confidential) the terms and conditions of this Agreement and the Closing Agreements. (c) For a publicity release or public announcement or otherwise make any public disclosure concerning this Agreementperiod of three (3) years, from the Closing Date, each of Parent and Seller shall, and shall cause each of their respective Affiliates to, (i) treat all information relating to Buyer, the transactions contemplated hereby Sold Companies, the Purchased Assets or the PurchaserBusiness as confidential, without prior approval preserve the confidentiality thereof, and not use or disclose to any Person such information (except as expressly permitted by this Agreement and the other parties heretoClosing Agreements) and (ii) use reasonable best efforts to cause its directors, officers, employees, Representatives or other agents who have had access to such information to keep it confidential and not to use or disclose to any Person any such information (except as expressly permitted by this Agreement and the other Closing Agreements); provided, however, that, all such information that nothing in this Agreement shall restrict constitutes trade secrets of the Purchaser from disclosing information Sold Companies that (aA) that is already publicly available, (b) that was known relate exclusively to the Purchaser on Business and (B) are maintained by Parent and Seller as trade secrets as of the Closing Date, shall be subject to the foregoing requirements for as long as such information remains a non-trade secret under applicable Law. If the disclosure of such information is required by Law or by rules and regulations promulgated by a listing exchange, each of Parent and Seller shall cooperate with and provide Buyer with an opportunity to object to the disclosure and shall give Buyer as much prior written notice as is possible under the circumstances. Each of Parent and Seller shall use its reasonable best efforts to obtain reliable assurance that confidential basis prior to its disclosure by the Company, (c) that may treatment will be required or appropriate in response accorded to any summons such information required by Law or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts such rules and regulations to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, be disclosed. (d) The provisions of Section 10.10(c) shall not apply to the extent any information that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, generally available to the public or becomes available to the public through no fault of the receiving party; (ii) that was known developed independently of and without reference to the Company on a non-confidential basis prior information relating to its disclosure by the Company, other party; (iii) that may be required received from a third party who had a legal right to disclose such information without restriction; or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, disclosed pursuant to the transactions contemplated by any of the Transaction Documentsapplicable Law or Order.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, or the PurchaserLenders or CK Purchasers or the business, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Lenders or CK Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Lender or CK Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Lender or CK Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Lender or CK Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Lender or CK Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the such Lender's or CK Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; and provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableafter the Initial Closing and the Subsequent Closing, (ii) that was known to as the Company case may be, GAP LLC may disclose on a non-confidential basis prior to its disclosure by worldwide web page, xxx.xxxxxxxxxx.xxx, the name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense name of the PurchaserChief Executive Officer of the Company, with a brief description of the Purchaser in pursuing any such protective order)business of the Company, (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of the Lenders' investment in the Company. If any announcement is required by any Requirement of Law to be providedmade by any party hereto, pursuant prior to making such announcement such party will deliver a draft of such announcement to the transactions contemplated by any of other parties and shall give the Transaction Documentsother parties reasonable opportunity to comment thereon.

Publicity; Confidentiality. (a) Except as may be required by applicable Requirements of Disclosure Law, none of the parties hereto Shareholders shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or any non-public information received or otherwise relating to the PurchaserCompany or the Company Subsidiaries, without prior approval any understandings, agreements or other arrangements between or among the parties, and any other non-public, proprietary or confidential information received from or otherwise relating to the Company or the Company Subsidiaries (regardless of whether such information or materials have been designated by the Board or any other parties heretoPerson as confidential) without approval, in the case of the General Atlantic Shareholder, the Summit Shareholders (so long as the Summit Shareholder hold 50% of the Rollover Interests held by them at the Merger Effective Time), or otherwise by the Board or the General Atlantic Shareholder, and shall, until the date that is two (2) years after the date on which such Shareholder ceases to own any Shares, and shall cause its Affiliates and its and their respective representatives (in each case, to the extent that such Persons receive or have access to such information or materials) to, keep all such information and materials strictly confidential; provided, however, that nothing in this Agreement shall restrict any of the Purchaser parties, their Affiliates or its or their respective representatives from disclosing information (ai) that is already publicly availableavailable as of the Effective Date, (bii) that was known to the Purchaser such party on a non-confidential basis prior to its disclosure by another party (other than the CompanyCompany or its Affiliates or equityholders), (ciii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will that such party shall use reasonable efforts to notify the Company disclosing party in advance of such disclosure so as to permit the Company disclosing party to seek a protective order or otherwise contest such disclosure, and the Purchaser will such party shall use reasonable efforts to cooperate, at the expense of the Companydisclosing party, with the Company disclosing party in pursuing any such protective order, (div) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Disclosure Law, (ev) in connection with normal fund raising, marketing, informational or reporting activities and to the Purchaser's or the Company's officers, directors, stockholders, members, partners, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel of any of the parties hereto; or (fvi) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsDisclosure Law; and provided, further, that nothing GA LLC and its Affiliates and Summit Partners and its Affiliates may disclose on their respective worldwide web pages, the name of the Company, the name of the Chief Executive Officer of the Company and/or the Company Subsidiaries, a brief description of the business of the Company and/or the Company Subsidiaries and the logo of the Company and/or the Company Subsidiaries and the aggregate amount of the investment in this Agreement shall restrict the Company made by the applicable affiliated Shareholders. If any announcement is required by any Disclosure Law to be made by any party from disclosing information hereto, prior to making such announcement such party shall deliver a draft of such announcement to the Board and shall give the Board reasonable opportunity to comment thereon. (b) The Company acknowledges that (i) each of GA LLC and Summit Partners and their respective Affiliates are engaged in the business of private equity, venture capital and similar investing and may from time to time invest in entities that is already publicly availabledevelop and utilize technologies, products or services that are similar to or competitive with those of the Company and the Company Subsidiaries and (ii) the provisions of this Section 14.4 shall not prevent GA LLC or Summit Partners or their respective Affiliates from (A) engaging in or operating any business, (B) entering into any agreement or business relationship with any third party or (C) evaluating or engaging in investment discussions with, or investing in, any third party, whether or not competitive with the Company or the Company Subsidiaries. The Company further acknowledges that was known in the ordinary course of each of GA LLC’s and Summit Partners’ business, it and its Affiliates and their respective representatives pursue, acquire, invest in, manage and serve on the boards of companies that may be potential competitors to the Company on a non-confidential basis prior to its disclosure by or the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents.

Publicity; Confidentiality. Except as may be required by applicable Requirements Requirement of Law, none of neither the parties hereto Company nor any Shareholder shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby Company, Luxcol (or any of its Subsidiaries), the Convertible Preferred Shares, the Shareholders or the Purchaserbusiness, technology and financial affairs of the Company or any of its Subsidiaries, without prior approval by the other parties hereto; Controlling Shareholders, provided, however, that nothing in this Agreement shall restrict any of the Purchaser Shareholders from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser that such Shareholder will use reasonable efforts to notify the Company and the other Shareholders in advance of such disclosure so as to permit the Company and the other Shareholders to seek a protective order or otherwise contest such disclosure, and the Purchaser such Shareholder will use reasonable efforts to cooperate, at the expense of the Company, with the Company and the other Shareholders in pursuing any such protective order, (dc) to the extent that the Purchaser such Shareholder reasonably believes it appropriate in order to protect its investment in the Purchased Stock its Shares or in order to comply with any Requirement of Law, (ed) to the Purchaser's such Shareholder’s or the Company's ’s officers, directorsmanagers, stockholdersShareholders, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (fe) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any Requirement of the Transaction DocumentsLaw; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableGAP may disclose on its worldwide web page, (ii) that was known to xxx.xxxxxxxxxx.xxx, the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thatthe name of the Chief Executive Officer of the Company, a brief description of the business of the Company, the Company Company’s logo and the aggregate amount of the GAP Shareholders’ investment in the Company. If any announcement is required by any Requirement of Law to be made by any party hereto, prior to making such announcement such party will use reasonable efforts to notify the Purchaser in advance deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other parties and shall give the other parties reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Publicity; Confidentiality. Except The parties shall and shall cause their respective Affiliates to, hold the terms of this Settlement Agreement and Mutual Release in strictest confidence except as may be required by applicable Requirements set forth below. Notwithstanding any provisions of Lawthis Agreement to the contrary, none no provision of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser prohibit any party from disclosing information (a) filing any documents or making any disclosures required by the 1933 Act, the 1934 Act or the rules and regulations of the Securities and Exchange Commission (the “SEC”), applicable state securities agencies or upon advice of counsel rendered to Advanced Cell in good faith or making any other public disclosure required by the federal or state securities law, provided that is already publicly availablethe content of any document so filed does not violate any of the other terms and conditions of this Agreement unless such content constitutes disclosure required by any securities laws or rules or regulations promulgated from time to time by the SEC or applicable state securities agencies, (b) that was known filing any documents or disclosing any information required to be filed or disclosed pursuant to the Purchaser on a non-confidential basis prior to its disclosure by Internal Revenue Code of 1986, as amended, the Companyrules and regulations thereunder, any applicable state or local tax code, or the rules and regulations under such state or local code, (c) that may be required or appropriate in response responding to any summons or legal subpoena or in connection other judicially enforceable written request from any court or governmental agency of competent jurisdiction and testifying truthfully pursuant to such subpoena or other request, (d) enforcing any rights of such party under this Agreement, or (e) communication with counsel, accountants, auditors, brokers, consultants, advisors and other service providers who have a reasonable need to know the contents of this Agreement. In the event that a party is required by law, rule, regulation, legal, judicial or regulatory proceeding, governmental or similar authority or by the rules of any litigationrecognized stock exchange or self-regulatory agency to disclose any information relating to this Settlement Agreement and Mutual Release, provided that, the Purchaser will use reasonable efforts to such party agrees that it shall promptly notify the Company other party in advance writing of the existence, terms and circumstances of any such disclosure request or requirement (unless such notice is prohibited by law, rule, regulation or the body, if any, making the request) so as to permit that the Company to non-disclosing party may seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, other appropriate remedy and/or waive compliance with the Company in pursuing any such protective order, (d) to provisions of this Agreement. Advanced Cell shall publicly disclose the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement material terms of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availablein either a Current Report on Form 8-K or on its Quarterly Report on Form 10-Q on or before August 15, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents2011.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none Neither of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, or, with respect to Intrexon, regarding the business, technology, or the Purchaserfinancial affairs of AquaBounty, without prior approval by the other parties heretoparty; provided, however, that nothing in this Agreement shall restrict the Purchaser AquaBounty or Intrexon from disclosing information (a) that is already publicly available, ; (b) that was known to the Purchaser Intrexon on a non-confidential basis prior to its disclosure by the Company, AquaBounty; (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser parties will use reasonable efforts to notify the Company other party in advance of such disclosure so as to permit the Company such party to seek a protective order or otherwise contest such disclosure, and the Purchaser such other party will use reasonable efforts to cooperate, at the expense of the Companyparty trying to prevent such disclosure, with the Company such party in pursuing any such protective order, ; (d) to the extent that the Purchaser Intrexon or AquaBounty reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, ; (e) to the Purchaser's Intrexon’s or the Company's AquaBounty’s officers, directors, stockholdersshareholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors auditors, or counsel or counsel; (f) to Persons from whom releases, consents consents, or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information or (ig) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or prospective transferee in connection with any litigation (provided thatcontemplated transfer of any Note. If any announcement is required by law or the rules of any securities exchange or market on which shares of Capital Stock of AquaBounty are traded to be made by any party hereto, the Company prior to making such announcement such party will use reasonable efforts to notify the Purchaser in advance deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other party and shall give the other party reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Publicity; Confidentiality. Except No party hereto, nor any of his or its respective Affiliates (as may be required by applicable Requirements such term is defined in Rule 405 under the Securities Act of Law1933, none of the parties hereto as amended) or representatives, shall issue a publicity any other press release or other publicly available document or make any public announcement statement, grant any interviews with the press or any other persons, or otherwise make any public statements concerning the Action or the Agreement, except that Plaintiffs and POSC shall issue a press release only indicating the matter has been settled simultaneously with the Closing and no party shall issue or make statements inconsistent with the Press Release. Notwithstanding any provisions of this Agreement to the contrary, no provision of this agreement shall prohibit any party from (a) filing any documents required by the Securities and Exchange Commission (the “SEC”) or applicable state securities agencies or making any other public disclosure required by the federal or state securities law, provided that the content of any document so filed does not violate any of the other terms and conditions of this Agreement unless such content constitutes disclosure required by any securities laws or rules or regulations promulgated from time to time by the SEC or applicable state securities agencies, (b) filing any documents or disclosing any information required to be filed or disclosed pursuant to the Internal Revenue Code of 1986, as amended, the rules and regulations thereunder, any applicable state or local tax code, or the rules and regulations under such state or local code, (c) responding to any legal subpoena or other judicially enforceable written request from any court or governmental agency of competent jurisdiction and testifying truthfully pursuant to such subpoena or other request, (d) enforcing any rights of such party under this Agreement, (e) communication with actual or prospective clients or their representatives about the settlement in a non-disparaging manner and any public disclosure permitted hereunder. In the event that POSC determines to make any SEC filing regarding this settlement, it shall provide a draft of the disclosure to Plaintiffs at least 24 hours before filing. In the event any party receives any legal subpoena or other judicially enforceable written request from any court or governmental agency of competent jurisdiction concerning any matter covered in this Agreement, the transactions contemplated hereby party receiving such subpoena or written request shall promptly notify all other parties hereto. A party shall not produce or disclose any material until it notifies the Purchaser, without prior approval by other parties’ counsel and counsel responds within 72 hours to allow the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser to seek relief from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or such subpoena or other written request. In all events in connection which a party can practically do so without risking contempt or similar sanctions, such party shall provide the other parties with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance at least seven business days’ notice of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentswritten request.

Publicity; Confidentiality. (a) Except as may be required by applicable Requirements Requirement of Law, none of the parties hereto Parties shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement without the prior approval of the other Parties (which shall not be unreasonably withheld). (b) Each of the Parties shall at all times after the date of this Agreement keep confidential, and not directly or indirectly reveal, disclose or use for his or its own or any other purposes, any confidential information received or obtained as a result of entering into or performing, or supplied by or on behalf of a Party in the negotiations leading to, this Agreement and which relates to: (i) the negotiations relating to this Agreement; (ii) the subject matter and/or provisions of this Agreement; or (iii) the Group Companies, the transactions contemplated hereby Special Managers, Investors or any other Parties. (c) Each of the PurchaserParties shall procure that its employees, without prior approval by officers, representatives and professional advisors to whom any such confidential information is disclosed shall comply with the other parties hereto; provided, however, that nothing provisions of this Section 11.14. (d) Nothing in this Agreement shall restrict the Purchaser any Party from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, ; provided that, the Purchaser that such Party will use reasonable efforts to notify the Company other Parties in advance of such disclosure so as to permit the Company other Parties to seek a protective order or otherwise contest such disclosure, and the Purchaser such Party will use reasonable efforts to cooperate, at the expense of the Companyother Parties, with the Company other Parties in pursuing any such protective order, (dc) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's such Party’s officers, directors, stockholdersshareholders, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel as may be reasonably required, or (fd) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any Requirement of Law. In no event shall any of the Transaction Documents; provided, further, that nothing Covenantors issue a press release or public announcement or otherwise make any public disclosure about the Investors without the prior written consent of the Investors. Nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to from making disclosure concerning this Agreement in its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or filings in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order its public securities offerings or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsproposed initial public offering.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (e) to the such Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict Document. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party from disclosing information (i) that is already publicly availablehereto, (ii) that was known prior to making such announcement such party will deliver a draft of such announcement to the Company on a non-confidential basis prior other parties and shall give the other parties reasonable opportunity to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law(a) Prior to the Effective Time, none of the parties hereto Company, on the one hand, or Parent and Merger Sub, on the other hand, shall issue a publicity any press release or public announcement or otherwise make any public disclosure comment concerning this Agreement, Agreement or the transactions contemplated hereby without obtaining the prior written approval of Parent or the PurchaserCompany (which approval will not be unreasonably withheld, without prior approval conditioned or delayed), except (i) to the extent, in the judgment of such party upon the advice of its outside counsel, disclosure is required by applicable Law (including the periodic reporting requirements under the Exchange Act) or under the rules of any securities exchange on which the securities of such party or any of its Affiliates are listed, including any obligation in respect of the Company’s listing arrangements on the NOTC, or (ii) in connection with a public offering of Parent Common Stock; provided, that to the extent so required by applicable Law, the party intending to make such release shall use its commercially reasonable efforts consistent with applicable Law to consult with the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as release with respect to permit the text thereof and to provide a copy of such release to the other parties in advance of the issuance thereof. In advance of the Effective Time, the Parent and the Company agree to consult with one another and seek one another’s approval with respect to any press release or public announcement or comment concerning this Agreement or the transactions contemplated hereby that will be issued at or following the Effective Time. Each party may make internal announcements to its respective employees that are not inconsistent in any material respects with the parties’ prior public disclosures regarding the transactions contemplated by this Agreement. Notwithstanding the foregoing, the disclosure of this Agreement or the transactions contemplated hereby by any party to their respective equityholders, prospective investors, or advisors (as long as such recipients of such information are subject to confidentiality obligations that are at least as restrictive as those set forth in this Section 6.8), shall not be considered a protective order public disclosure in violation of this Section 6.8 or the Confidentiality Agreement. (b) Each of Parent, Merger Sub and the Company agrees that this Agreement and the terms and conditions set forth herein shall be kept confidential and shall not be disclosed or otherwise contest made available to any other Person and that copies of this Agreement shall not be publicly filed or otherwise made available to the public, except (i) where such disclosure, availability or filing, upon the advice of outside counsel, is required by applicable Law (including the periodic reporting requirements under the Exchange Act) and only to the extent required by such Law or under the rules of any securities exchange on which the securities of Parent or the Company are listed, including any obligation in respect of the Company’s listing arrangements on the NOTC, (ii) in connection with a public offering of Parent Common Stock, (iii) in connection with the enforcement by a party of its rights or remedies under this Agreement, and (iv) as otherwise agreed by each of Parent and the Purchaser will Company. In the event that any such disclosure, availability or filing is required by applicable Law (other than any filing required by the Exchange Act or the Securities Act), each of Parent, Merger Sub and the Company agrees to use its commercially reasonable efforts to cooperateobtain “confidential treatment” or similar treatment of this Agreement and to redact such terms of this Agreement that either the Company, at in the expense case of Parent and Merger Sub, or Parent, in the case of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser shall reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsrequest.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none (a) None of the parties hereto Holders, except in their capacity as an officer, director or employee of the Company, shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or regarding the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser a Holder from disclosing information (ai) that is already publicly available, (bii) that was known to the Purchaser Holder on a non-confidential basis prior to its disclosure by the Companydisclosing party, (ciii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser Holder will use reasonable efforts to notify the Company disclosing party in advance of such disclosure so as to permit the Company such party to seek a protective order or otherwise contest such disclosure, and the Purchaser such party will use reasonable efforts to cooperate, at the expense of the Companydisclosing party, with the Company disclosing party in pursuing any such protective order, (div) to the extent that the Purchaser Holder reasonably believes it appropriate in order to protect its investment in the Purchased Stock Series Preferred or in order to comply with any Requirement requirement of Lawlaw, (ev) to the Purchaser's or the Company's Holder’s officers, directors, stockholdersshareholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel or counsel, (fvi) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by the Transaction Documents or (vii) to the prospective transferee in connection with any contemplated transfer of any Shares. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common are traded to be made by any Holder, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon. (b) The Company and its representatives shall not, except with the prior written consent of the applicable Series E Investor or Series F Investor, issue a publicity release or public announcement or otherwise make any disclosure identifying such Series E Investor or Series F Investor as a party to the Transaction DocumentsDocuments and the transactions contemplated thereby or otherwise as an investor in the Company; provided, furtherhowever, that nothing in this Agreement shall restrict any party such parties from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (litigation, provided that, that the Company will use reasonable efforts to notify the Purchaser disclosing party in advance of such disclosure so as to permit the Purchaser such party to seek a protective order or otherwise contest such disclosure, and the Company such party will use reasonable efforts to cooperate, at the expense of the Purchaserdisclosing party, with the Purchaser disclosing party in pursuing any such protective order), (iii) to the extent that the Company reasonably believes it appropriate in order to comply with any requirement of law, (iv) to the Company's ’s officers, directors, stockholdersshareholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel counsel, or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents.

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law(a) Upon the Closing, none of Parent and the parties hereto Company shall issue a publicity mutually agreed upon press release or announcing the transactions contemplated by this Agreement. Any other public announcement or otherwise make any public disclosure concerning similar publicity with respect to this Agreement, Agreement or the transactions contemplated hereby or the Purchaserby any Party will be issued, without prior approval if at all, at such time and in such manner as reasonably agreed to by the other parties heretoParent; provided, however, that nothing in this Agreement shall restrict contained herein will limit the Purchaser Parties from disclosing making, issuing or releasing any announcements, statements or acknowledgements that solely contain information that has been previously publicly disclosed by Parent. Subject to the foregoing, except (a) that is already publicly available, as otherwise agreed to by Parent in writing or (b) that was known to the Purchaser on a limited extent required by applicable Legal Requirements (after reasonable advance written notice to Parent), Seller Representative will keep this Agreement and any non-public information about the transactions contemplated hereby strictly confidential basis prior (provided, that, the Seller Representative shall be entitled to disclose the existence and terms of this Agreement as necessary to handle its obligations and enforce its rights pursuant to this Agreement and the transactions contemplated hereby) and shall not make any disclosure of the terms of this Agreement to any other Person; provided that the Seller Representative may disclose such information to its disclosure by advisors or to any Seller or Lender to the Companylimited extent necessary in the performance of its obligations hereunder provided that such advisor or Seller or Lender agrees to maintain the confidentiality of such information. (b) From and after the Closing, (c) that except as may be required by any applicable Legal Requirements, and except as necessary to handle its obligations and enforce its rights pursuant to this Agreement and the transactions contemplated hereby, the Seller Representative will not and will cause its Affiliates not to, disclose, disseminate, divulge, discuss, copy or appropriate otherwise use any Confidential Information of the Company or Parent (including any information provided or made available to Seller Representative in response the performance of its duties hereunder), and in such event, the Seller Representative agrees to (i) provide reasonable advance notice to Parent prior to any summons or subpoena or in connection with any litigationsuch disclosure, provided that(ii) at Parent’s request and expense, the Purchaser will use reasonable efforts attempt to notify the Company in advance of such disclosure so as to permit the Company to seek obtain a protective order or otherwise contest such disclosureother appropriate protection of the Confidential Information, and the Purchaser will use reasonable efforts to cooperate, at the expense (iii) disclose only that portion of the Company, with the Company in pursuing any such protective order, (d) to the extent Confidential Information that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is legally required to be provideddisclosed in the opinion of its outside counsel. Notwithstanding the foregoing, pursuant the Seller Representative may disclose such Confidential Information to its advisors or to any Seller or Lender to the transactions contemplated limited extent necessary in the performance of its obligations hereunder provided that such advisor or Seller or Lender agrees to be bound by any the terms of the Transaction Documents; provided, further, that nothing this Section 4.1 or is bound by obligations of confidentiality at least as strict as those set forth in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsSection 4.1.

Publicity; Confidentiality. Except (a) Until the expiration of the R&W Survival Period, none of the Parties hereto shall issue a publicity release or public announcement concerning, or otherwise disclose any information related to, set forth in, or arising out of this Agreement, the transactions contemplated hereby, or the business and affairs of the Owners, including the existence of this Agreement (collectively, the “Confidential Information”), without prior approval by the other Party hereto, in each case except as may be required by applicable Requirements of Law, none except for disclosures to the employees, advisors or consultants of a Party and any of the parties hereto Purchasers or their Affiliates, lenders, any agent of such lenders and any professional adviser of such lender or agent (“Advisors”) who have a need to know such Confidential Information and agree to keep and hold the same in accordance with the provisions of this Section 10.11, and except disclosure by the Purchasers or their Affiliates in any customary communications to any funder or limited partner in the funds invested (directly or indirectly) in a Purchaser or any prospective funder or limited partner in any funds managed or advised by an Affiliate of the Purchasers, in each case so long as such disclosure is on a confidential basis, in the ordinary course of business, and is consistent with past business practice. Each Party shall issue a be liable for any breach of this provision by its Advisors. If any publicity release or public announcement is required by any Requirement of Law to be made by any Party hereto prior to the first anniversary of the Closing Date, prior to making such announcement such Party will deliver a draft of such announcement to the other Parties and shall give the other Parties reasonable opportunity to comment thereon. The provisions of this Section 10.11 shall survive the Closing. (b) Notwithstanding the foregoing, Seller, its Affiliates, and its direct and indirect partners, members, and other owners, and any entity advised by Seller or otherwise make any public disclosure concerning this Agreementits Affiliates (including for the avoidance of doubt Xxxxx Global REIT, Inc (“GREIT”)) may disclose in press releases, SEC and other filings with Governmental Authorities, financial statements and/or other communications such information regarding the transactions contemplated hereby and under the Polish Purchase Agreement and any such information related to the Owners, the Projects, this Agreement and the Polish Purchase Agreement as may be necessary or the Purchaseradvisable under federal or state securities law, without rules or regulations (including U.S. Securities and Exchange Commission (“SEC”) rules and regulations), “generally accepted accounting principles” or other accounting rules or procedures or in accordance with GREIT’s prior approval by the other parties heretocustom, practice or procedure; provided, however, that nothing a substantially final draft of any such document to be publicly disclosed or filed shall be provided to the Purchasers at least 1 (one) Business Day prior to such public disclosure or filing for the Purchasers’ reasonable review and comment (provided that the acceptance of any such comments shall be in GREIT’s sole discretion and that in no event shall the Purchasers’ review delay such public disclosure or filing). GREIT will be required to publicly disclose the possible transactions contemplated hereby and file this Agreement shall restrict and the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to Polish Purchase Agreement with the Purchaser on a non-confidential basis prior to its disclosure SEC promptly after the execution of the same by the Company, (c) that may be Parties or as sooner required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentslaw.

Publicity; Confidentiality. Except (a) During the Interim Period, no Party or its respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed), except any such announcement or communication (i) as may be required by applicable Requirements Law or the rules and regulations of any applicable national securities exchange (provided that such Party uses its reasonable best efforts to coordinate or communicate such announcement or communication with the other Parties prior to announcement or issuance) or (ii) that is consistent with previous announcements or communications made jointly by the Parties or other documents mutually approved by the Parties. (b) From and after the Tier One Closing Date until the two (2) year anniversary of the date hereof, with respect to the transactions contemplated hereby: (1) the Sellers will, and will cause their respective Affiliates and Representatives to, maintain in confidence any written, oral or other information to the extent relating to or obtained from the Purchaser, its Affiliates, the Acquired Companies, or their respective Representatives; and (2) the Purchaser will, and will cause its Affiliates and Representatives to, maintain in confidence any written, oral or other information to the extent relating to or obtained from each Seller, their respective Affiliates (it being understood that, for purposes of this Section 5.02(b) the Acquired Companies shall not be deemed Affiliates of the Sellers) and Representatives, except, in each case, to the extent that: (a) the applicable Party or its Affiliates or Representatives are required to disclose such information by or pursuant to applicable Law, none of or (b) such information can be shown to have been in the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, domain (so long as such Party and its Representatives were not responsible for such information becoming public); provided that information with respect to the transactions contemplated hereby or which a Governmental Entity may require a Party to disclose in the Purchaserordinary course (including, without prior approval for the avoidance of doubt, to obtain any Required Consents), shall not be subject to the terms of this Section 5.02(b). In addition, in the case of clause (a), to the extent permitted by applicable Law, the disclosing Party agrees that it and its Affiliates and Representatives will provide the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection Parties with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance prompt written notice of such disclosure requirement or request so as to permit the Company to that such Party may seek a protective order or otherwise contest such disclosure, other appropriate remedy and/or waive compliance with the terms of this Section 5.02(b). Each Party agrees that it and the Purchaser its Affiliates and Representatives will use reasonable best efforts to cooperatecooperate with the other Parties, to the extent permitted by applicable Law and at the sole cost and expense of the Companyother Parties, to obtain such a protective order or other remedy and to delay or cause its Affiliates and Representatives to delay such disclosure in the meantime. Each Party agrees to disclose or furnish and cause its Affiliates and Representatives to disclose or furnish, only that portion of the information that such Party, Affiliate or Representative concludes, after consultation with the Company in pursuing any such protective ordercounsel, (d) is required by applicable Law to be disclosed or furnished, and, to the extent permitted by applicable Law and at the sole cost and expense of the other Parties, each Party agrees that the Purchaser reasonably believes it appropriate and its Affiliates and Representatives will use reasonable best efforts to obtain assurance that confidential treatment will be accorded such information; provided that this provision will not be construed to require such Party or its Affiliates or Representatives to undertake any litigation or other Claims. Each Party agrees in order any event to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) give prompt written notice to the Purchaser's other party hereto of any proposed disclosure made by it or its respective Affiliates or Representatives pursuant to this Section 5.02(b), to the Company's officersextent permitted by applicable Law. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors nothing in this Section 5.02(b) will preclude any Party from disclosing any such information for the purposes of any Claims arising out of or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant relating to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentshereby.

Publicity; Confidentiality. (a) Except for a filing of a report on Form 8-K with the SEC within four business days after the execution of this Agreement and the Closing Date, without the prior written approval of Buyer and Seller, no party shall disclose the existence and/or contents of any discussions relating hereto nor issue any press release or other public disclosure regarding the transactions contemplated by this Agreement, except as may be required by applicable Requirements of Law, none securities or other laws. (b) Seller and each Lender understands and agrees that any confidential and proprietary information of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this AgreementBuyer, the transactions contemplated hereby or the Purchaserincluding, without prior approval by limitation, any and all trade secrets (“Confidential Information”), constitutes valuable assets and, following the other parties heretoClosing, agrees not to, and agrees to cause its controlled affiliates not to, direct or indirectly, disclose any Confidential Information; provided, however, that nothing in Confidential Information shall not include any information that is or becomes generally available to the public other than as a result of a breach of this Agreement shall restrict by Seller or a Lender. Anything herein to the Purchaser contrary notwithstanding, neither Seller nor any Lender will be restricted from disclosing information (a) Confidential Information that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated disclosed by any of the Transaction Documentslaw; provided, furtherhowever, that nothing in this Agreement shall restrict any party from disclosing information the event disclosure is required by law after the Closing, (i) the applicable Seller or Lender shall provide the Buyer with as much advanced notice as is practicable of such requirement so that is already publicly availablethe Buyer may seek an appropriate protective order prior to any such required disclosure, and (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, applicable Seller or Lender shall (iiiA) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use commercially reasonable efforts to notify assist the Purchaser Buyer in advance of seeking such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, (at the expense Buyer’s cost and expense) and (B) only disclose the portion of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice Confidential Information that is required to be provideddisclosed by the law. (c) Notwithstanding the foregoing, pursuant the parties to this Agreement may disclose the transactions contemplated by contents of this Agreement and Confidential Information in any legal proceedings between the parties relating to this Agreement or to any advisors, service providers or investors (provided such advisors, service providers and investors agree to treat such Confidential Information in accordance with the terms of the Transaction Documentsthis Section 4.6).

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity (a) No press release or other public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant comment pertaining to the transactions contemplated by this Agreement will be made by or on behalf of the Company, any Company Securityholder, the Securityholder Representative or any of the Company’s Representatives, without the express prior written approval of Parent. Notwithstanding the foregoing, following Closing and the public announcement (if any) of the Merger, the Securityholder Representative will be permitted to publicly announce that it has been engaged to serve as the Securityholder Representative in connection herewith as long as such announcement does not disclose any of the other terms hereof. (b) Each party agrees that this Agreement, the other Transaction Documents; provided, further, Documents and the terms and conditions set forth herein and therein will be kept confidential and will not be disclosed or otherwise made available to any other Person and that nothing in copies of this Agreement shall restrict any party from disclosing information and the other Transaction Document will not be publicly filed or otherwise made available to the public, except (i) that where such disclosure, availability or filing, upon the advice of outside counsel, is already publicly availablerequired by applicable Law (including the periodic reporting requirements under the Exchange Act) and only to the extent required by such Law or under the rules of any securities exchange on which the securities of Parent are listed, and (ii) as otherwise agreed by each of Parent and the Company. In the event that was known to any such disclosure, availability or filing is required by applicable Law (other than any filing required by the Exchange Act or the Securities Act), each of Parent and the Company on a non-confidential basis prior agrees to use its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use commercially reasonable efforts to notify the Purchaser in advance obtain “confidential treatment” or similar treatment of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, this Agreement and the Company other Transaction Documents and to redact such terms of this Agreement and the other Transaction Documents that the other reasonably requests. Notwithstanding the foregoing, following Closing, the Securityholder Representative will use reasonable efforts be permitted to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) disclose information as required by law or to the Company's officers, directors, stockholdersemployees, advisors, employees, controlling Persons, auditors agents or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant consultants of the Securityholder Representative and to the transactions contemplated by any of the Transaction DocumentsSecurityholders, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto.

Publicity; Confidentiality. 15.1 Except as may be to the extent required by applicable Requirements law, neither party shall announce or publicly disclose the terms or conditions of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby Master License Agreement or the Purchaser, License Agreement without prior written approval by from the other parties heretoparty; provided, however, that nothing in this Agreement either party shall restrict have the Purchaser from disclosing information right to publicly disclose the following: (a) that Licensee is already publicly availablea customer of Artisan Components, (b) that was Artisan Components has provided the Licensed Product(s) to Licensee and that the Licensed Product(s) were Used in the development of the Wafers, or (c) a product description of the Licensed Product(s) as contained in Artisan Components’ standard product literature. 15.2 The parties acknowledge that by reason of their relationship to each other hereunder, each may have access to certain information and materials concerning the other’s business, plans, customers, technology and products that is confidential to that other party. Such information and materials will be marked as “Confidential” or “Proprietary” or otherwise clearly identified as confidential or proprietary (“Confidential Information”). In the event such disclosure is initially oral or visual and not reduced to writing, it shall be summarized or identified in a written document, which shall be marked with an appropriate legend such as “Confidential” or “Proprietary” and provided to the other party within thirty (30) days following such disclosure. Notwithstanding the foregoing, the Licensed Product(s) are Confidential Information of Artisan Components regardless of whether they are marked confidential or proprietary and/or summarized in a writing. Each party agrees that except as may otherwise be stated herein, it shall not use, except to perform its obligations and/or to exercise its rights and licenses specified under this Master License Agreement or the License Agreement, nor disclose to any third party (except to Affiliates, contractors and consultants who are under an obligation of confidentiality, solely as needed to carry out the party’s obligations under this Master License Agreement or the License Agreement and subject to the other terms and conditions of this Master License Agreement and the License Agreement), any such Confidential Information revealed to it by the other party. Each party shall take reasonable precautions to protect the confidentiality of such information, which in any event will be no less than what it takes with respect to its own similar confidential information. 15.3 Information shall not be deemed Confidential Information hereunder if such information: (i) is known to the Purchaser on a non-confidential basis prior to its recipient at the time of disclosure; (ii) hereafter becomes known (independently of disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (dproviding party) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement recipient directly or indirectly from a source other than one having an obligation of Law, (e) confidentiality to the Purchaser's providing party; (iii) becomes publicly available or otherwise ceases to be secret or confidential, except through a breach of this Master License Agreement or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or License Agreement by the recipient; (fiv) to Persons from whom releases, consents or approvals are required, or to whom notice was independently developed by the recipient without use of the disclosing party’s Confidential Information; (v) is required to be provided, disclosed pursuant to any statutory or regulatory authority, provided the transactions contemplated by any disclosing party is given prompt notice of such requirement and the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance scope of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) is limited to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or extent possible; (vvi) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provideddisclosed by a court order, pursuant provided the disclosing party is given prompt notice of such order and provided the opportunity to contest it; or (vii) is reasonably necessary to disclose in order to enforce this Master License Agreement or the transactions contemplated by License Agreement. 15.4 As to each item of Confidential Information, the provisions of this Section 14 will continue for three (3) years following first receipt of such information, except for the Licensed Product(s), for which the provisions of this Section 15 will continue for five (5) years following any termination or expiration of the Transaction DocumentsLicense Agreement.