Common use of Undertaking Clause in Contracts

Undertaking. Subject to the other provisions of this Article VIII, all Confidential Information disclosed by a Party or its Affiliates in connection with the Collaboration or under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIII.

Undertaking. Subject (a) TECO hereby unconditionally and irrevocably: (i) guarantees (as primary obligor and not as surety), in favor of the Beneficiaries, the prompt performance in full of all performance (in the case of each reference to the other provisions of this Article VIII"performance" herein, all Confidential Information disclosed by a Party or its Affiliates to cause performance through TECO's causing another party to perform Contractor's performance obligations strictly in connection accordance with the Collaboration terms of the Construction Contract) and payment obligations of Contractor under the Construction Contract strictly in accordance with the terms set forth in the Construction Contract (except as expressly set forth herein) (such obligations being collectively referred to herein as the "Supported Obligations"); --------------------- (ii) agrees that (A) if for any reason whatsoever Contractor shall fail or be unable to perform or pay in full any of the Supported Obligations as and when required or due, TECO will promptly perform or pay the same without regard to any exercise or non-exercise by any Beneficiary of any right, remedy, power or privilege under this Agreement will be maintained or in confidence respect of the Construction Contract, and otherwise safeguarded by (B) in the recipient Party. The recipient Party may only use such Confidential Information for case of any extension of time of the purposes performance, payment or renewal of this Agreement and any of the Supported Obligations pursuant to the rights granted terms of the Construction Contract and, if necessary, the Credit Documents, the same will be promptly performed or paid in full when required or due in accordance with the terms of such extension or renewal, in each case, except as set forth in Section 2.1(c) hereof, by expending an aggregate amount up to the recipient Party under this Agreement. Subject then-applicable Undertaking Limit; and (iii) agrees that if, notwithstanding the representation and warranty set forth in Section 3.11 hereof or anything to the other provisions of this Article VIIIcontrary herein, each Party will hold as confidential such Confidential Information enforcement of the other Party liability of TECO hereunder for the full amount of the Supported Obligations would be an unlawful or voidable transfer under any applicable fraudulent conveyance or fraudulent transfer law or any comparable law, then the liability of TECO hereunder shall be reduced to the highest amount for which such liability may then be enforced without giving rise to an unlawful or voidable transfer under any such law. (b) In fulfilling its Affiliates obligations hereunder with respect to the Supported Obligations, TECO hereby irrevocably and unconditionally guarantees, promises and agrees to perform and comply with the Construction Contract. The words "perform and comply with" are used in their most comprehensive sense and include without limitation (x) the payment of all costs and expenses with respect to the achievement of Final Acceptance of the Project within the time and in the same manner and set forth in the Construction Contract, (y) the payment, satisfaction or discharge of all Liens arising out of, or relating to, any work associated with the same protection Construction Contract or any subcontracts related thereto that are or may be imposed upon or asserted against the Project and (z) the defense and indemnification of the Beneficiaries against all such Liens, whether arising from the furnishing of labor, materials, supplies or equipment, from taxes, assessments, fees or other charges, from injuries or damage to persons or property, or otherwise, in each case, except as provided in clause (ii) below and Section 2.1(c), as and to the extent required by the terms of the Construction Contract. Without limiting the generality of the foregoing, TECO agrees: (i) to obtain and maintain in favor of, and deliver to, the Beneficiaries as security for the performance of its obligations hereunder the revolving letter of credit referred to in Section 11.11 of the Construction Contract having a stated amount at all times in accordance with Schedule 2 attached hereto; (ii) to pay from TECO's own resources up to the then-applicable Undertaking Limit, Schedule Liquidated Damages and Performance Liquidated Damages as and when due under the Construction Contract; provided, however, -------- ------- notwithstanding the limits on Schedule Liquidated Damages set forth in Section 11.07(c) of the Construction Contract applicable to Contractor, TECO shall be obligated to pay Schedule Liquidated Damages without regard to any such limits set forth in Section 11.07(c) of the Construction Contract; provided further, -------- ------- however, in the event that the Schedule Liquidated Damages payable by Contractor ------- and TECO pursuant to the Construction Contract and this Section 2.1(b)(ii) exceed fifteen percent (15%) of the Separated Contract Price, such amounts in excess of such fifteen percent (15%) shall not be considered in determining whether the limit of twenty five percent (25%) of the Separated Contract Price for Schedule Liquidated Damages and Performance Liquidated Damages, collectively, has been met; and (iii) to cause Final Acceptance of the Project to occur on or before the Required Final Acceptance Date in accordance with the terms of the Construction Contract. (c) TECO acknowledges and agrees that the Actual Construction Cost will exceed the Pre-Bankruptcy EPC Cost. TECO further acknowledges and agrees that: (x) Borrower shall not be liable for the difference between (i) the Actual Construction Costs (less the amount of any change orders under the Construction Contract increasing the Separated Contract Price entered into after November 30, 2001 in accordance with the Credit Agreement (other than those pending change orders described in clause (b) of the definition of Pre-Bankruptcy EPC Cost)) and (ii) the sum of (A) the Pre-Bankruptcy EPC Cost plus (B) the aggregate amount of the Retainage L/C Proceeds; (y) the sum of the amounts set forth on Schedule 1 attached hereto reflects the estimated amount (as of the date hereof) by which the Actual Construction Cost will exceed the sum of the Pre-Bankruptcy EPC Cost plus the aggregate amount of Retainage L/C Proceeds; and (z) TECO shall be liable to pay the actual amount by which the Actual Construction Cost (less the amount of any change orders under the Construction Contract increasing the Separated Contract Price entered into after November 30, 2001 in accordance with the Credit Agreement (other than those pending change orders described in clause (b) of the definition of Pre-Bankruptcy EPC Cost)) exceeds the sum of the Pre-Bankruptcy EPC Cost plus the aggregate amount of Retainage L/C Proceeds. (d) To implement the agreement set forth in clause (c) above, subject to the following sentence, (i) not later than the last Banking Day of each month commencing in February 2002, TECO shall be obligated to deposit into the account referred to below an aggregate amount equal to the amount set forth on Schedule 1 attached hereto corresponding to such month, (ii) at such time, if ever, as the amount by which the Actual Construction Cost (less the amount of any change orders under the Construction Contract increasing the Separated Contract Price entered into after November 30, 2001 in accordance with the Credit Agreement (other than those pending change orders described in clause (b) of the definition of Pre-Bankruptcy EPC Cost)) exceeds the sum of the Pre-Bankruptcy EPC Cost plus the aggregate amount of Retainage L/C Proceeds by more than the aggregate amount set forth on Schedule 1 attached hereto, TECO shall deposit such excess amounts in the account referred to below as such recipient Party maintains its own confidential information excess amounts become due and payable and use the proceeds thereof to pay any remaining amounts due to Contractor, Subcontractors and any other Person to which Actual Construction Costs are then due and owing, and (but iii) at such time, if ever, that TECO provides Administrative Agent evidence, satisfactory to Administrative Agent (determination of which shall not be unreasonably withheld or delayed), that the amount by which the Actual Construction Cost (less the amount of any change orders under the Construction Contract increasing the Separated Contract Price entered into after November 30, 2001 in no event will it exercise accordance with the Credit Agreement (other than those pending change orders described in clause (b) of the definition of Pre-Bankruptcy EPC Cost)) exceeds the sum of the Pre-Bankruptcy EPC Cost plus the aggregate amount of the Retainage L/C Proceeds is less than reasonable care the amounts set forth on Schedule 1 by more than $5,000,000, TECO and Administrative Agent shall amend Schedule 1 to reflect any agreed upon adjustments. Notwithstanding the immediately preceding sentence, in any month where funds are not being paid to Persons performing work included within the "Scope of Work" described in the Construction Contract, TECO's obligation to pay or deposit any amounts referred to in this Section 2.1(d) shall be deferred until such date as payments to such Persons resume, at which time TECO shall deposit all amounts deferred pursuant to this sentence into the account described below. Within one Banking Day after the date hereof, TECO shall establish an account with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”Depositary Agent into which all amounts to be paid by TECO pursuant to this Section 2.1(c) shall be deposited. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933Concurrently therewith, AS AMENDEDTECO shall execute a control agreement in favor of Administrative Agent granting a first priority security interest in such account to Administrative Agent. Provided no Event of Default exists, TECO shall have the right to withdraw amounts in such account and advance such amounts to Borrower to pay Contractor, Subcontractors and/or any other Person to which Actual Construction Costs are then due and owing as and when amounts are due such Persons. At any time an Event of Default exists, TECO shall have no rights of withdrawal with respect to such Confidential Information)account and, in any event, Administrative Agent's only rights with respect to such account shall be to pay to Contractor, Subcontractors and/or any other Person to which Actual Construction Costs are then due and owing with amounts in such account. Subject To the extent any amounts are remaining in such account after Final Acceptance has been achieved, such amounts shall be paid to TECO in accordance with TECO's instructions. (e) Except as provided in clauses (c) and (d) of this Section 2.1, but notwithstanding any other provision of this Undertaking to the other provisions contrary, the aggregate amount expended by TECO in the performance of this Article VIII, a recipient Party may only disclose Confidential Information of Undertaking shall not exceed the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIthen-applicable Undertaking Limit.

Undertaking. Subject 2.1 The Shareholder undertakes to the Company and Panmure (for so long as it remains nominated adviser or broker to the Company) that save in the circumstances set out in clause 3 below, it will not during the Restricted Period, Dispose of the legal or beneficial ownership of, or any other provisions interest in, the Restricted Shares. 2.2 The Shareholder further undertakes to the Company and Panmure that, save in the circumstances set out in clause 3 below, during the Orderly Market Period it will only Dispose of the legal or beneficial ownership of, or any other interest in, the Restricted Shares through Panmure (or the broker for the time being of the Company if it is not Panmure (the "Replacement Broker")) in such manner as Panmure or the Replacement Broker may reasonably require so as to ensure an orderly market in the Shares. 2.3 The requirement in clause 2.2 that a Disposal be effected through Panmure or the Replacement Broker is subject to the following provisos: (a) Panmure or the Replacement Broker shall only charge commissions in respect of any transfer or sale equivalent to those which would have been reasonably payable by the Shareholder for an institutional execution-only broking service if this Article VIIIrestriction did not apply and on a basis that Panmure or the Replacement Broker provides best execution; and (b) if Panmure or the Replacement Broker is unable to make the Disposal within five Business Days of it having received a written request to do so by or on behalf of the Shareholder the Shareholder shall be entitled to effect the Disposal through such broker as he shall, in its absolute discretion, decide. 2.4 The Shareholder undertakes to use all Confidential Information disclosed by a Party or reasonable endeavours to ensure that its Affiliates in connection Associates comply with the Collaboration or under restrictions contained in this Agreement will clause 2 in respect of any Restricted Shares in which such person is interested. 2.5 The Shareholder consents to the inclusion in a circular and press release to be maintained in confidence and otherwise safeguarded prepared by the recipient Party. The recipient Party may only use such Confidential Information for the purposes Company of references to this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions a summary of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIcontents.

Undertaking. Subject to During the term of this Agreement, each party shall keep confidential, and other than as provided herein, shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other provisions party, whether in tangible or intangible form, the confidentiality of this Article VIII, all which such other party takes reasonable measures to protect ("Confidential Information"). Neither CFFT nor Predix will use the other party's Confidential Information disclosed by a Party or its Affiliates except as expressly permitted in connection with the Collaboration or under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject : (A) Each party shall take any and all lawful measures to prevent the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information unauthorized use and disclosure of the other Party party's Confidential Information, and to prevent unauthorized persons or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL entities from obtaining or using that Information. PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO UNDER RULE 406 PROMULGATED UNDER OF THE SECURITIES ACT OF 1933, AS AMENDEDACT; [*] DENOTES OMISSIONS. respect to such Confidential Information). Subject to EXECUTION COPY (B) Each party will refrain from directly or indirectly taking any action which would constitute or facilitate the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information unauthorized use or disclosure of the other Party party's Confidential Information. Each party may disclose that Information to its officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of P2(Y)2 Products, to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, agents, contractorslicensees, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary subcontractors have entered into appropriate confidentiality agreements for the purposes of, secrecy and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality non-use of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before which by their terms shall be enforceable by injunctive relief at the Effective Date will instance of the disclosing party. (C) Each party shall be governed liable for any unauthorized use and disclosure of the other party's Confidential Information by this Article VIIIits officers, employees and agents and any such sublicensees and subcontractors.

Undertaking. Subject Beneficiary (jointly and severally, if more than one) absolutely, unconditionally, and irrevocably agrees to fully and timely perform all covenants and obligations imposed upon the Borrower or Beneficiary pursuant to the other provisions Loan Documents, including without limitation the payment of this Article VIII, all Confidential Information disclosed by a Party or its Affiliates in connection with the Collaboration or under this Agreement will amounts required to be maintained in confidence and otherwise safeguarded paid by the recipient Party. The recipient Party may only use such Confidential Information for Borrower under the purposes terms of this Agreement and pursuant the Security Instrument, but subject to the rights granted to limitations set forth in Section 9 of the recipient Party under this AgreementNote (the "Obligations"). Subject to Beneficiary has made such inquiry as it deems appropriate into the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information terms and conditions of the other Party Loan Documents, and has sought the advice of such attorneys and consultants as the Beneficiary has deemed appropriate, and Beneficiary is satisfied that it is fully aware of and understands the nature and extent of the Obligations. Beneficiary, by the execution and delivery of this Undertaking, binds itself, its heirs, successors and assigns with Land Trustee for the performance of the Obligations as if Beneficiary had contracted for performance itself, and regardless of whether Land Trustee or the Beneficiary has the power to perform any or all of the Obligations. Beneficiary, for itself, its Affiliates heirs, successors and assigns agrees to be bound by all of the terms and conditions contained in the same manner and other Loan Documents, whether signed now or later by Land Trustee or Beneficiary. Beneficiary shall perform its obligations hereunder irrespective of the application of any bankruptcy, insolvency or other law which would prevent the performance of any of the Obligations by any other party obligated under the Loan Documents. Beneficiary covenants that the Obligations will be performed strictly in accordance with the same protection as terms of the Note and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such recipient Party maintains its own confidential information (but terms or rights of the Lender. The liability of Beneficiary under this Undertaking shall be independent, absolute and unconditional, irrespective of any lack of validity or enforceability of the Note or any of the Loan Documents, or any exchange, release, or non‑perfection of any security interest in no event will it exercise less than reasonable care any security given for the repayment of the Note, or any change in the ownership of the beneficial interests in Beneficiary. Beneficiary hereby acknowledges and agrees with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933and for the benefit of Lender that, AS AMENDED. respect to such Confidential Information). Subject notwithstanding any contrary or inconsistent statement or provision set forth in any trustee exculpation provisions contained in or attached to the other provisions of this Article VIIINote, a recipient Party may only disclose Confidential Information the Security Instrument or any of the Loan Documents, which provisions, among other Party to employeesthings, agentslimit the liability of Land Trustee under the Loan Documents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties such exculpation provisions shall not inure to the extent reasonably necessary for benefit of Beneficiary or limit or otherwise affect the purposes ofliabilities and obligations of Beneficiary or the rights, and for those matters undertaken pursuant toremedies, this Agreement; provided that such Persons are bound or benefits of or accruing to maintain Lender under the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIILoan Documents.

Undertaking. Subject to the other provisions of this Article VIII, all Confidential Information disclosed by a Party or its Affiliates in connection with the Collaboration or under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIII.

Undertaking. Subject i. In consideration of CFIL having advanced the credit facilities as per Schedule I to the other provisions Borrower, the Co-borrower(s) hereby agrees/agree and undertakes/undertake that in the event that the Borrower fails, neglects or refuses for any reason whatsoever and howsoever to repay and/or is unable to pay any of the installments or amounts due and payable under this Agreement, the Co-borrower(s) does/do hereby undertake to pay to CFIL the said defaulted installments along with any penalties, costs, charges, commission, expenses and statutory dues, if any, in full on the first demand by CFIL and upon CFIL notifying to the Co-borrower(s) of such defaults by the Borrower, without any demur or protest or contest and without any reference to the Borrower, unconditionally and without raising any objection or issue whatsoever and irrespective of or notwithstanding any dispute or difference in respect of the said amounts falling due to CFIL. In the event the Co-borrower(s) fails to perform the above obligation, CFIL reserves the right to repossess any asset of the Co-borrower(s) which is mortgaged/hypothecated /charged to CFIL towards liquidation of the outstandings of the Borrower. ii. Any amounts thus payable by the Co-borrower(s) to CFIL will be paid at the address of its branch as mentioned at the end of this Article VIIIagreement. iii. The Co-borrower(s) shall forthwith repay CFIL all such amounts, all Confidential Information disclosed within seven (7) days from date of a notice from CFIL stating the default through registered post/courier/fax/authenticated telex or cable. iv. The Co-borrower(s) hereby agrees/agree that the entries in the books/computer records kept in the ordinary course of business by a Party or its Affiliates CFIL with regard to the amounts due from the Borrower and with regard to the installments, costs and expenses debited to the Borrower’s account shall be conclusive evidence against the Borrower and the Co- borrower(s) of the transactions and matters therein appearing and of the Borrower’s/Co-borrower’s(s) liability for the sums shown to be due by such entries. v. The Co-borrower(s) hereby consent/consents to CFIL: (a) Making any variations that CFIL may think fit in connection the terms of this Agreement with the Collaboration Borrower; (b) Determining, enlarging or varying any contract with the Borrower; (c) Making any compositions with the Borrower; (d) Promising to give time to the Borrower or not to xxx the Borrower; (e) Parting with any security that CFIL may hold in respect of the said credit facilities. vi. The Co-borrower(s) also agrees/agree that it/they shall not be discharged from its/their liability by CFIL releasing the Borrower or by any act or omission of CFIL the legal consequences of which may be to discharge the Borrower or by any act of CFIL which would, but for this present provision, be inconsistent with the Co-borrower(s) rights or by CFIL’s omission to do any act which but for this present provisions, CFIL’s duty to the Co-borrower(s) would have required CFIL to do. The Co-borrower(s) agrees/agree that is between CFIL and the , Co-borower(s) is/are a principal debtor/debtors jointly with the Borrower. vii. The Co-borrower(s) agrees/agree that if the Borrower shall be found not to be liable to CFIL in law for the installments or any other charges due to CFIL from the Borrower by reason of his incapacity to borrow or to contract or insolvency or for any other reason, the Co-borrower(s) shall nevertheless be liable as principal debtors to pay to CFIL all the sums that would have been recoverable by CFIL from the Co-borrower(s) as Co-borrowers, if the Borrower had been liable for the installments and other charges and dues. viii. The Co-borrower(s) hereby declares/declare that this undertaking is in addition to, and not by way of limitation of, For Citicorp Finance (India) Ltd or substitution for, any other undertaking or undertakings that the Co-borrower(s) may have previously given or may hereafter give to CFIL (whether alone or jointly with any other party or parties) and that this undertaking shall not revoke or limit any such other undertaking or undertakings. ix. The Co-borrower agrees and declares that CFIL shall not be bound and compelled to take any proceedings, steps or action against the borrower for recovery, enforcement or realization of any of their dues from the Borrower or against the said Asset including repossessing the same under or pursuant to this Agreement and the Co-borrower shall be bound and liable to pay all monies payable under and by virtue of this undertaking notwithstanding that CFIL shall not have taken any step or proceeding against the Borrower. x. It is further expressly clarified that this undertaking is irrevocable undertaking having been granted for valuable. xi. consideration and shall come into effect simultaneously with the signing of this Agreement. xii. The undertaking shall remain in full force and will be valid till the complete discharge of all liabilities of the Borrower under this Agreement will as also all costs, commissions and charges hereunder. xiii. The Co-borrower(s) agree that they are jointly and/or severally liable under the terms of this agreement . The Co- borrower in relation to CFIL is and shall be maintained a principal obligator in confidence respect of all obligations, liabilities and otherwise safeguarded responsibilities undertaken in favour of CFIL under this undertaking and CFIL shall be entitled to proceed against the Co-borrower as if the Co-borrower was the principal debtor of CFIL in respect of all obligations and payments undertaken by the recipient PartyCo-borrower. xiv. The recipient Party may only use such Confidential Information address/addresses of the Co-borrower(s) for the purposes purpose of this Agreement and pursuant to service shall be that mentioned at the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions end of this Agreement. xv. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior Co-borrower(s) shall stand discharged of its/their/his obligations of CFIL receiving all amounts due, owing and payable to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as CFIL under or in pursuance of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by terms of this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIAgreement.

Undertaking. Subject to During the other provisions term of this Article VIII, all Confidential Information disclosed by a Party or its Affiliates in connection with the Collaboration or under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold shall keep confidential, and other than as confidential provided herein shall not use or disclose, directly or indirectly, any Information owned, developed or possessed by the other Party, whether in tangible or intangible form, the confidentiality of which such Confidential Information other Party takes reasonable measures to protect, including but not limited to Vertex Technology and Avalon Technology. 9.1.1 Each Party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other Information, and to prevent unauthorized persons or entities from obtaining or using the Information. 9.1.2 Each Party further agrees to refrain from directly or its Affiliates in indirectly taking any action that would constitute or facilitate the same manner and with the same protection as unauthorized use or disclosure of such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”information. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Each Party may only disclose Confidential such Information (a) in furtherance of the other Party to employees, agents, contractors, consultants, its rights hereunder and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary to enable such Party to perform its obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be provided that all recipients of Vertex Technology or Avalon Technology have entered into appropriate confidentiality agreements for secrecy and non-use of such information which by their terms shall be enforceable by injunctive relief at the purposes ofinstance of the disclosing Party; (b) to potential investors, financiers or merger and for those matters undertaken pursuant toacquisition partners, this Agreement; in each case provided that such Persons are bound to maintain potential investors, financiers or merger and acquisition partners have entered into appropriate confidentiality agreements for secrecy and non-use of such information which by their terms shall be enforceable by injunctive relief at the confidentiality instance of the Confidential disclosing Party, provided, however, that Avalon may disclose Information to reputable venture capital investors and banks that do not, as a matter of practice, enter into such confidentiality agreements, provided that any such venture capital investor or bank shall offer Avalon a written statement that, to the venture capital investor’s or bank’s (as applicable) knowledge, it has never entered into a confidentiality agreement under similar circumstances, and provided further that Avalon shall confirm that, to its knowledge after reasonable inquiry, such venture capital investor or investment bank has not, to the knowledge of Avalon, ever inappropriately disclosed confidential information provided to it in a manner consistent similar circumstances. Avalon shall keep Vertex informed of Avalon’s disclosure of Information to institutions that have not signed confidentiality agreements. 9.1.3 Each Party shall be liable for any unauthorized use and disclosure of Information by its officers, employees and agents and any Sublicensees, subcontractors, or others to whom Avalon discloses Information. * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date Securities and Exchange Commission pursuant to the Confidentiality Agreement. The Parties agree that as Rule 406 of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIIISecurities Act of 1933, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIas amended.

Undertaking. Subject to Each Party, as a Receiving Party, agrees during the other provisions of this Article VIII, all Term and for so long as the Receiving Party possesses Confidential Information disclosed by a Party (or its Affiliates in connection with any shorter period expressly required under Applicable Law): (a) to hold the Collaboration or under this Agreement will be maintained Disclosing Party’s Confidential Information in confidence and otherwise safeguarded by using the recipient Party. The recipient Party may only use same degree of care to safeguard such Confidential Information as it uses to protect its own information of like character, but in no event less than a reasonable degree of care; (b) to limit disclosure of Confidential Information to its employees, agents or subcontractors having a need to know the Confidential Information for the purposes of this Agreement Agreement; (c) not to directly or indirectly disclose any Confidential Information to any third party unless and only to the extent required by applicable law or with the prior written consent of the Disclosing Party; (d) to use the Confidential Information solely and exclusively in accordance with the terms of this Agreement; (e) not remove or obscure proprietary rights notices that appear on Confidential Information and copies thereof; and (f) advise the Disclosing Party promptly in writing of any unauthorized disclosure or use of Confidential Information. Notwithstanding the preceding, if, pursuant to a law, final judicial order, regulation or governmental directive, the rights granted Receiving Party is obligated to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Disclosing Party, such disclosure is not considered to be in breach of this confidentiality undertaking, as long as the Receiving Party: (i) provides the Disclosing Party to employeeswith prompt prior notice of such requirements, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for legally permitted, so that the purposes ofDisclosing Party may: (a) seek a protective order or other appropriate remedy (directly or indirectly through the Receiving Party); or (b) waive compliance of the terms of this Agreement, which waiver may not be unreasonably withheld; and (ii) seeks a protective order or other appropriate remedy, if requested by the Disclosing Party. If the Disclosing Party does not obtain a protective order or other remedy, directly or indirectly through the Receiving Party, or provides a waiver, as set out above, the Receiving Party may disclose only those portions of the Disclosing Party’s Confidential Information which are legally required, and for those matters undertaken pursuant to, this Agreement; provided exercise its best efforts to obtain assurances that such Persons are bound to maintain the confidentiality portions of the Confidential Information will be treated in a manner consistent with the confidentiality confidence. The provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further Section 6.1 shall survive and remain in full force and effect and is superseded by following the expiry or termination of this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIII.Agreement.‌

Undertaking. Subject i. In consideration of CFIL having advanced the credit facilities as per Schedule I to the other provisions Borrower, the Co-borrower(s) hereby agrees/agree and undertakes/undertake that in the event that the Borrower fails, neglects or refuses for any reason whatsoever and howsoever to repay and/or is unable to pay any of the installments or amounts due and payable under this Agreement, the Co-borrower(s) does/do hereby undertake to pay to CFIL the said defaulted installments along with any penalties, costs, charges, commission, expenses and statutory dues, if any, in full on the first demand by CFIL and upon CFIL notifying to the Co-borrower(s) of such defaults by the Borrower, without any demur or protest or contest and without any reference to the Borrower, unconditionally and without raising any objection or issue whatsoever and irrespective of or notwithstanding any dispute or difference in respect of the said amounts falling due to CFIL. In the event the Co-borrower(s) fails to perform the above obligation, CFIL reserves the right to repossess any asset of the Co-borrower(s) which is mortgaged/hypothecated /charged to CFIL towards liquidation of the outstandings of the Borrower. ii. Any amounts thus payable by the Co-borrower(s) to CFIL will be paid at the address of its branch as mentioned at the end of this Article VIIIagreement. iii. The Co-borrower(s) shall forthwith repay CFIL all such amounts, all Confidential Information disclosed within seven (7) days from date of a notice from CFIL stating the default through registered post/courier/fax/authenticated telex or cable. iv. The Co-borrower(s) hereby agrees/agree that the entries in the books/computer records kept in the ordinary course of business by a Party or its Affiliates CFIL with regard to the amounts due from the Borrower and with regard to the installments, costs and expenses debited to the Borrower’s account shall be conclusive evidence against the Borrower and the Co- borrower(s) of the transactions and matters therein appearing and of the Borrower’s/Co-borrower’s(s) liability for the sums shown to be due by such entries. v. The Co-borrower(s) hereby consent/consents to CFIL: (a) Making any variations that CFIL may think fit in connection the terms of this Agreement with the Collaboration Borrower; (b) Determining, enlarging or varying any contract with the Borrower; (c) Making any compositions with the Borrower; (d) Promising to give time to the Borrower or not to xxx the Borrower; (e) Parting with any security that CFIL may hold in respect of the said credit facilities. vi. The Co-borrower(s) also agrees/agree that it/they shall not be discharged from its/their liability by CFIL releasing the Borrower or by any act or omission of CFIL the legal consequences of which may be to discharge the Borrower or by any act of CFIL which would, but for this present provision, be inconsistent with the Co-borrower(s) rights or by CFIL’s omission to do any act which but for this present provisions, CFIL’s duty to the Co-borrower(s) would For Citicorp Finance (India) Ltd have required CFIL to do. The Co-borrower(s) agrees/agree that is between CFIL and the, Co-borrower(s) is/are a principal debtor/debtors jointly with the Borrower. vii. The Co-borrower(s) agrees/agree that if the Borrower shall be found not to be liable to CFIL in law for the installments or any other charges due to CFIL from the Borrower by reason of his incapacity to borrow or to contract or insolvency or for any other reason, the Co-borrower(s) shall nevertheless be liable as principal debtors to pay to CFIL all the sums that would have been recoverable by CFIL from the Co-borrower(s) as Co-borrowers, if the Borrower had been liable for the installments and other charges and dues. viii. The Co-borrower(s) hereby declares/declare that this undertaking is in addition to, and not by way of limitation of, or substitution for, any other undertaking or undertakings that the Co-borrower(s) may have previously given or may hereafter give to CFIL (whether alone or jointly with any other party or parties) and that this undertaking shall not revoke or limit any such other undertaking or undertakings. ix. The Co-borrower agrees and declares that CFIL shall not be bound and compelled to take any proceedings, steps or action against the borrower for recovery, enforcement or realization of any of their dues from the Borrower or against the said Asset including repossessing the same under or pursuant to this Agreement and the Co-borrower shall be bound and liable to pay all monies payable under and by virtue of this undertaking notwithstanding that CFIL shall not have taken any step or proceeding against the Borrower. x. It is further expressly clarified that this undertaking is irrevocable undertaking having been granted for valuable consideration and shall come into effect simultaneously with the signing of this Agreement. xi. The undertaking shall remain in full force and will be valid till the complete discharge of all liabilities of the Borrower under this Agreement will as also all costs, commissions and charges hereunder. xii. The Co-borrower(s) agree that they are jointly and/or severally liable under the terms of this agreement . The Co- borrower in relation to CFIL is and shall be maintained a principal obligator in confidence respect of all obligations, liabilities and otherwise safeguarded responsibilities undertaken in favour of CFIL under this undertaking and CFIL shall be entitled to proceed against the Co-borrower as if the Co-borrower was the principal debtor of CFIL in respect of all obligations and payments undertaken by the recipient PartyCo-borrower. xiii. The recipient Party may only use such Confidential Information address/addresses of the Co-borrower(s) for the purposes purpose of this Agreement and pursuant to service shall be that mentioned at the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions end of this Agreement. xiv. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior Co-borrower(s) shall stand discharged of its/their/his obligations of CFIL receiving all amounts due, owing and payable to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as CFIL under or in pursuance of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by terms of this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIAgreement.

Undertaking. Subject to Each Party, as a Receiving Party, agrees during the other provisions of this Article VIII, all Term and for so long as the Receiving Party possesses Confidential Information disclosed by a Party (or its Affiliates in connection with any shorter period expressly required under Applicable Law): (a) to hold the Collaboration or under this Agreement will be maintained Disclosing Party’s Confidential Information in confidence and otherwise safeguarded by using the recipient Party. The recipient Party may only use same degree of care to safeguard such Confidential Information as it uses to protect its own information of like character, but in no event less than a reasonable degree of care; (b) to limit disclosure of Confidential Information to its employees, agents or subcontractors having a need to know the Confidential Information for the purposes of this Agreement Agreement; (c) not to directly or indirectly disclose any Confidential Information to any third party unless and only to the extent required by applicable law or with the prior written consent of the Disclosing Party; (d) to use the Confidential Information solely and exclusively in accordance with the terms of this Agreement; (e) not remove or obscure proprietary rights notices that appear on‌ Confidential Information and copies thereof; and (f) advise the Disclosing Party promptly in writing of any unauthorized disclosure or use of Confidential Information. Notwithstanding the preceding, if, pursuant to a law, final judicial order, regulation or governmental directive, the rights granted Receiving Party is obligated to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Disclosing Party, such disclosure is not considered to be in breach of this confidentiality undertaking, as long as the Receiving Party: (i) provides the Disclosing Party to employeeswith prompt prior notice of such requirements, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for legally permitted, so that the purposes ofDisclosing Party may: (a) seek a protective order or other appropriate remedy (directly or indirectly through the Receiving Party); or (b) waive compliance of the terms of this Agreement, which waiver may not be unreasonably withheld; and (ii) seeks a protective order or other appropriate remedy, if requested by the Disclosing Party. If the Disclosing Party does not obtain a protective order or other remedy, directly or indirectly through the Receiving Party, or provides a waiver, as set out above, the Receiving Party may disclose only those portions of the Disclosing Party’s Confidential Information which are legally required, and for those matters undertaken pursuant to, this Agreement; provided exercise its best efforts to obtain assurances that such Persons are bound to maintain the confidentiality portions of the Confidential Information will be treated in a manner consistent with the confidentiality confidence. The provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further Section 6.1 shall survive and remain in full force and effect and is superseded by following the expiry or termination of this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIAgreement.

Undertaking. Subject (a) Each Party (the “Receiving Party”) shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other Party (the “Disclosing Party”), whether in tangible or intangible form, the confidentiality of which such other Party takes commercially reasonable measures to protect, including but not limited to CombinatoRx Background Intellectual Property, Novartis Background Intellectual Property and Project Intellectual Property. Affiliates of Novartis and of CombinatoRx shall be entitled to possess such trade secrets, confidential or proprietary information or any other knowledge, information, documents or materials, owned, developed or possessed by the other Party to the other provisions same extent that Novartis or CombinatoRx, respectively, is entitled to possess such items, provided that such Affiliate shall comply with the terms and conditions of this Article VIIIAgreement pertaining to such items. (b) Each Party shall use commercially reasonable efforts to prevent the unauthorized use and disclosure of such information, all Confidential Information disclosed by a and to prevent unauthorized Persons from obtaining or using such information. (c) Each Party further agrees to refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of such information. Novartis may disclose such information to its Affiliates employees, officers, directors and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of Compounds, Collaboration Combinations or under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information for the purposes of this Agreement and pursuant drug products to the rights granted extent necessary to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL [*] PORTIONS OF THIS EXHIBIT WERE HAVE BEEN OMITTED AND REPLACED WITH “[***]”PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. A COMPLETE AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933COMMISSION. enable such parties to perform their obligations hereunder or under the applicable license, AS AMENDED. respect to such Confidential Information). Subject to sublicense or subcontract, as the other provisions of this Article VIII, a recipient Party case may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreementbe; provided that such Persons are bound to maintain employees, officers, directors, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such information which by their terms shall be enforceable by injunctive relief at the confidentiality instance of CombinatoRx, or have otherwise been appropriately instructed regarding the Confidential Information in a manner consistent with the confidentiality provisions secrecy or non-use of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as such information. (d) Each Party shall be liable for any unauthorized use or disclosure of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded such information by this Article VIIIits Affiliates, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIits and its Affiliates’ employees, officers, directors, agents, licensees, sublicensees and subcontractors.

Undertaking. Subject to During the other provisions term of this Article VIII, all Confidential Information disclosed by a Party or its Affiliates in connection with the Collaboration or under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold shall keep confidential, and other than as confidential provided herein shall not use or disclose, directly or indirectly, any Information owned, developed or possessed by the other Party, whether in tangible or intangible form, the confidentiality of which such Confidential Information other Party takes reasonable measures to protect, including but not limited to Vertex Technology and Avalon Technology. 9.1.1 Each Party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other Information, and to prevent unauthorized persons or entities from obtaining or using the Information. 9.1.2 Each Party further agrees to refrain from directly or its Affiliates indirectly taking any action that would constitute or facilitate the unauthorized use or disclosure * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the same manner and with the same protection as such recipient Party maintains its own Securities Exchange Act of 1934. The confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject portions have been submitted separately to the other provisions Securities and Exchange Commission. of this Article VIII, a recipient such information. Each Party may only disclose Confidential such Information (a) in furtherance of the other Party to employees, agents, contractors, consultants, its rights hereunder and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary to enable such Party to perform its obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be provided that all recipients of Vertex Technology or Avalon Technology have entered into appropriate confidentiality agreements for secrecy and non-use of such information which by their terms shall be enforceable by injunctive relief at the purposes ofinstance of the disclosing Party; (b) to potential investors, financiers or merger and for those matters undertaken pursuant toacquisition partners, this Agreement; in each case provided that such Persons are bound to maintain potential investors, financiers or merger and acquisition partners have entered into appropriate confidentiality agreements for secrecy and non-use of such information which by their terms shall be enforceable by injunctive relief at the confidentiality instance of the Confidential disclosing Party, provided, however, that Avalon may disclose Information in to reputable venture capital investors and banks that do not, as a manner consistent with the matter of practice, enter into such confidentiality provisions of this Agreement. The Parties acknowledge agreements, provided that Confidential Information has been exchanged between the Parties prior any such venture capital investor or bank shall offer Avalon a written statement that, to the Effective Date pursuant venture capital investor’s or bank’s (as applicable) knowledge, it has never entered into a confidentiality agreement under similar circumstances, and provided further that Avalon shall confirm that, to its knowledge after reasonable inquiry, such venture capital investor or investment bank has not, to the Confidentiality Agreementknowledge of Avalon, ever inappropriately disclosed confidential information provided to it in similar circumstances. The Parties agree Avalon shall keep Vertex informed of Avalon’s disclosure of Information to institutions that as have not signed confidentiality agreements. 9.1.3 Each Party shall be liable for any unauthorized use and disclosure of the Effective Date the Confidentiality Agreement is hereby terminated without further force Information by its officers, employees and effect agents and is superseded by this Article VIIIany Sublicensees, and all obligations between the Parties relating subcontractors, or others to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIwhom Avalon discloses Information.

Undertaking. Subject 2.1 The Purchaser undertakes to: (a) offer each Transfer ORSO Employee Member membership of, or to cause each Transfer ORSO Employee Member to become a member of, the other provisions Purchaser’s Scheme, with effect from the Completion (or such later date as permitted by the MPFSO); (b) recognise and procure the trustees of this Article VIIIthe Purchaser’s Scheme to recognise, all Confidential Information disclosed by a Party or its Affiliates in connection the period of employment of each Transferring ORSO Member with the Collaboration Seller or under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information Seller’s Group for the purposes of determining the employer’s voluntary contribution rates, and the vesting of such contributions (if applicable) in the Purchaser’s Scheme; (c) comply with the applicable provisions of the MPFSO and all applicable rules, regulations and notices relating thereto and orders made thereunder and with the applicable guidelines/codes of the MPFA in relation to the Transfer ORSO Employee Members, including but not limited to, any obligations to contribute to a retirement scheme. 2.2 The Seller undertakes: (a) to maintain its participation, and each Transfer ORSO Employee Member’s participation, in the Seller’s ORSO Scheme until the Completion and not to amend the provisions of the Seller’s ORSO Scheme between the date of this Agreement and pursuant the Completion, other than with the prior written consent of the Purchaser; (b) not to increase the salaries of the Transfer ORSO Employee Members between the date of this Agreement and the Completion, other than with the prior written consent of the Purchaser; (c) not to exercise any power or discretion of the Seller under the Seller’s ORSO Scheme Documentation between the date of this Agreement and the Completion, other than with the prior written consent of the Purchaser; (d) to use its reasonable endeavours to procure the prior written consent of the Transfer ORSO Employee Members where necessary to effect the transfer of the ORSO Transfer Amount from the Seller’s ORSO Scheme to the rights granted Purchaser’s Scheme on the Pension Transfer Date, provided that, in the event that any Transfer ORSO Employee Members request that compensation or payment be made in order to agree to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information transfer of the other Party ORSO Transfer Amount, the Seller shall not be responsible for such compensation or its Affiliates payment and shall not in the same any manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect agree to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information compensation or payment on behalf of the other Party to employees, agents, contractors, consultants, and advisers Purchaser or the trustees of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIPurchaser’s Scheme.

Undertaking. Subject i. In consideration of CFIL having advanced the credit facilities as per Schedule I to the other provisions Borrower, the Co-borrower(s) hereby agrees/agree and undertakes/undertake that in the event that the Borrower fails, neglects or refuses for any reason whatsoever and howsoever to repay and/or is unable to pay any of the installments or amounts due and payable under this Agreement, the Co-borrower(s) does/do hereby undertake to pay to CFIL the said defaulted installments along with any penalties, costs, charges, commission, expenses and statutory dues, if any, in full on the first demand by CFIL and upon CFIL notifying to the Co-borrower(s) of such defaults by the Borrower, without any demur or protest or contest and without any reference to the Borrower, unconditionally and without raising any objection or issue whatsoever and irrespective of or notwithstanding any dispute or difference in respect of the said amounts falling due to CFIL. In the event the Co-borrower(s) fails to perform the above obligation, CFIL reserves the right to repossess any asset of the Co-borrower(s) which is mortgaged/hypothecated /charged to CFIL towards liquidation of the outstandings of the Borrower. ii. Any amounts thus payable by the Co-borrower(s) to CFIL will be paid at the address of its branch as mentioned at the end of this Article VIIIagreement. iii. The Co-borrower(s) shall forthwith repay CFIL all such amounts, all Confidential Information disclosed within seven (7) days from date of a notice from CFIL stating the default through registered post/courier/fax/authenticated telex or cable. iv. The Co-borrower(s) hereby agrees/agree that the entries in the books/computer records kept in the ordinary course of business by a Party or its Affiliates CFIL with regard to the amounts due from the Borrower and with regard to the installments, costs and expenses debited to the Borrower’s account shall be conclusive evidence against the Borrower and the Co- borrower(s) of the transactions and matters therein appearing and of the Borrower’s/Co-borrower’s(s) liability for the sums shown to be due by such entries. v. The Co-borrower(s) hereby consent/consents to CFIL: (a) Making any variations that CFIL may think fit in connection the terms of this Agreement with the Collaboration Borrower; (b) Determining, enlarging or varying any contract with the Borrower; (c) Making any compositions with the Borrower; (d) Promising to give time to the Borrower or not to xxx the Borrower; (e) Parting with any security that CFIL may hold in respect of the said credit facilities. vi. The Co-borrower(s) also agrees/agree that it/they shall not be discharged from its/their liability by CFIL releasing the Borrower or by any act or omission of CFIL the legal consequences of which may be to discharge the Borrower or by any act of CFIL which would, but for this present provision, be inconsistent with the Co-borrower(s) rights or by CFIL’s omission to do any act which but for this present provisions, CFIL’s duty to the Co-borrower(s) would have required CFIL to do. The Co-borrower(s) agrees/agree that is between CFIL and the , Co-borower(s) is/are a principal debtor/debtors jointly with the Borrower. vii. The Co-borrower(s) agrees/agree that if the Borrower shall be found not to be liable to CFIL in law for the installments or any other charges due to CFIL from the Borrower by reason of his incapacity to borrow or to contract or insolvency or for any other reason, the Co-borrower(s) shall nevertheless be liable as principal debtors to pay to CFIL all the sums that would have been recoverable by CFIL from the Co-borrower(s) as Co-borrowers, if the Borrower had been liable for the installments and other charges and dues. viii. The Co-borrower(s) hereby declares/declare that this undertaking is in addition to, and not by way of limitation of, or substitution for, any other undertaking or undertakings that the Co-borrower(s) may have previously given or may hereafter give to CFIL (whether alone or jointly with any other party or parties) and that this undertaking shall not revoke or limit any such other undertaking or undertakings. For Citicorp Finance (India) Ltd ix. The Co-borrower agrees and declares that CFIL shall not be bound and compelled to take any proceedings, steps or action against the borrower for recovery, enforcement or realization of any of their dues from the Borrower or against the said Asset including repossessing the same under or pursuant to this Agreement and the Co-borrower shall be bound and liable to pay all monies payable under and by virtue of this undertaking notwithstanding that CFIL shall not have taken any step or proceeding against the Borrower. x. It is further expressly clarified that this undertaking is irrevocable undertaking having been granted for valuable. xi. consideration and shall come into effect simultaneously with the signing of this Agreement. xii. The undertaking shall remain in full force and will be valid till the complete discharge of all liabilities of the Borrower under this Agreement will as also all costs, commissions and charges hereunder. xiii. The Co-borrower(s) agree that they are jointly and/or severally liable under the terms of this agreement . The Co- borrower in relation to CFIL is and shall be maintained a principal obligator in confidence respect of all obligations, liabilities and otherwise safeguarded responsibilities undertaken in favour of CFIL under this undertaking and CFIL shall be entitled to proceed against the Co-borrower as if the Co-borrower was the principal debtor of CFIL in respect of all obligations and payments undertaken by the recipient PartyCo-borrower. xiv. The recipient Party may only use such Confidential Information address/addresses of the Co-borrower(s) for the purposes purpose of this Agreement and pursuant to service shall be that mentioned at the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions end of this Agreement. xv. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior Co-borrower(s) shall stand discharged of its/their/his obligations of CFIL receiving all amounts due, owing and payable to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as CFIL under or in pursuance of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by terms of this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIAgreement.

Undertaking. Subject to During the term of this Research Agreement, each party shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other provisions party, whether in tangible or intangible form, the confidentiality of this Article VIIIwhich such other party takes reasonable measures to protect, including but not limited to VERTEX Kinase Technology and NOVARTIS Kinase Technology. (a) Each party shall take any and all Confidential Information disclosed by a Party lawful measures to prevent the unauthorized use and disclosure of such information, and to prevent unauthorized persons or entities from obtaining or using such information. (b) Each party further agrees to refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of such information. Each party may disclose such information to its Affiliates officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the Collaboration development or manufacture of Drug Candidates, Drug Product Candidates or Drug Products, to the extent necessary to enable such parties to perform their obligations hereunder or under this Agreement the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, CONFIDENTIAL TREATMENT REQUESTED agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such information which by their terms shall be enforceable by injunctive relief at the instance of the disclosing party. (c) Each party shall be liable for any unauthorized use and disclosure of such information by its officers, employees and agents and any such sublicensees and subcontractors. (d) NOVARTIS will ensure that information with respect to the chemical structure of any Development Candidate which is delivered to NOVARTIS under Section 4.1(b) hereof as part of the Development Candidate Information with respect to that Development Candidate and its associated Back-up Compounds will be maintained in confidence and distributed or otherwise safeguarded by the recipient Party. The recipient Party may made known only use such Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. ] The foregoing limitation on distribution of information will cease being applicable at such time as NOVARTIS exercises its Development Election with respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIDevelopment Candidate.

Undertaking. Subject to During the term of this Agreement, each party shall keep confidential, and other than as provided herein, shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other provisions party, whether in tangible or intangible form, the confidentiality of this Article VIII, all which such other party takes reasonable measures to protect ("Confidential Information"). Neither CFFT nor Predix will use the other party's Confidential Information disclosed by a Party except as expressly permitted in this Agreement: (a) Each party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other party's Confidential Information, and to prevent unauthorized persons or entities from obtaining or using that Information. (b) Each party will refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of the other party's Confidential Information. Each party may disclose that Information to its Affiliates officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the Collaboration development or manufacture of P2(Y)2 Products, to the extent necessary to enable such parties to perform their obligations hereunder or under this Agreement will be maintained in confidence the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, agents, licensees, sublicensees and otherwise safeguarded by the recipient Party. The recipient Party may only subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO UNDER RULE 406 PROMULGATED UNDER OF THE SECURITIES ACT OF 1933, AS AMENDEDACT; [*] DENOTES OMISSIONS. respect to such Confidential Information). Subject to Information which by their terms shall be enforceable by injunctive relief at the other provisions instance of this Article VIII, a recipient Party may only disclose Confidential Information the disclosing party. (c) Each party shall be liable for any unauthorized use and disclosure of the other Party to employeesparty's Confidential Information by its officers, agents, contractors, consultants, employees and advisers of the recipient Party agents and its Affiliates, licensees and any such sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIsubcontractors.

Undertaking. Subject 2.1 In consideration of the Disclosing Party providing to the other provisions Receiving Party, and the Receiving Party receiving, either directly or indirectly Confidential Information, after the date of this Article VIIIAgreement, whether in writing, orally or in electronic form or in any other way whatsoever, the Receiving Party hereby undertakes as follows: a. to treat and safeguard all Confidential Information disclosed by a Party or its Affiliates in connection with the Collaboration or under this Agreement will be maintained in confidence as strictly private and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information for the purposes of this Agreement confidential and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than all reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain preserve the confidentiality of the Confidential Information during the term of this Agreement and the period indicated in clause 6 below after the termination of this Agreement howsoever; b. to only use the Confidential Information for the Opportunity and not for any other purpose whatsoever; c. not at any time, without the prior written consent of the Disclosing Party discuss, disclose or reveal the Confidential Information with or to any other person whatsoever other than its employees, Affiliates, and its professional advisors to the extent necessary for the purposes set out in paragraph b above, and on condition that prior to such disclosure, the Person to which such disclosure is made is first made aware of the terms of this Agreement and shall be required by the Receiving Party to observe all the restrictions regarding the Confidential Information that are contained in this Agreement; d. ensure compliance by its employees and representatives and Professional Advisers of its obligations pursuant to this Agreement and be liable for any breach of such obligations by such employees and representatives and advisers; e. So far, as possible, keep separate all Confidential Information from its own documents and other records. 2.2 That the disclosing Party understands that the receiving Party may currently or in the future be developing information internally or receiving information from other parties that may be similar to the disclosing Party’s Confidential Information provided that the Receiving Party can establish that the information by the Receiving Party was developed without access or reference to the Confidential Information. Accordingly, nothing in this Agreement shall be construed as a manner consistent representation or inference that the receiving Party will not develop products, or have products developed for it, that compete with the confidentiality provisions of this Agreement. The Parties acknowledge that products or systems contemplated by the disclosing party’s Confidential Information has been exchanged between provided that the Parties prior to Receiving Party (a) can establish that such products or systems are developed independently and not based on the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before provided by the Effective Date disclosing Party, and (b) will be governed by this Article VIIIprovide sufficient proof and information on request to establish the facts in (a) above.

Undertaking. Subject In consideration of the Lenders agreeing to make the Facility available to the Borrower upon the terms and conditions of the Loan Agreement and as a continuing security for the due and punctual payment of the Secured Indebtedness and the due and punctual performance and observance by the Borrower of all other provisions obligations of this Article VIIIthe Borrower contained in the Loan Agreement or any Security Document to which it is a party, all Confidential Information disclosed by a Party or its Affiliates in connection each of the Sponsors hereby unconditionally and irrevocably undertakes with the Collaboration Facility Agent that: (a) it will use its best efforts to procure that the Borrower shall proceed with, and complete, the Installation in accordance with the EPC Contract and the Installation Plan and any other requirements of the Loan Agreement and that the Project Completion Date shall occur on or under this before the Scheduled Completion Date, provided that its obligation to advance, or otherwise make available funds to the Borrower in respect of such obligation shall be limited as set forth in paragraphs (b) and (c) below; (b) from time to time upon the Borrower or the Facility Agent having determined in accordance with the Loan Agreement that a Cost Overrun has occurred or is likely to occur it will pay to or procure that there be maintained in confidence and otherwise safeguarded paid to the Borrower by way of further equity contribution to the Borrower, an amount equal to its Relevant Percentage of each payment required to be made by the recipient Party. The recipient Party may only use Borrower on account of Installation Costs which the Borrower is not able or entitled to fund from its own resources or by means of any advance under any Subordinated Loan Agreement or an Advance under the Facility, such Confidential Information for payments by the purposes Sponsors to be made in such amounts and at such times as shall be necessary to ensure that (assuming each of this Agreement and pursuant the Sponsors makes its respective payment hereunder) the Borrower is able to satisfy those Installation Costs immediately upon their becoming due; (c) it will pay to or procure that there be paid to the rights granted Borrower, from time to time, an amount equal to its Relevant Percentage of each sum required by the Borrower to meet any Working Capital Deficit and, for this purpose "Working Capital Deficit" means, for any relevant period, any amount by which the payment obligations of the Borrower (other than under the Loan Agreement or any Subordinated Loan Agreement) during that period exceed the funds available to the recipient Party under this Agreement. Subject Borrower to the other provisions of this Article VIII, each Party will hold as confidential satisfy such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; outgoings during that period provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties no Working Capital Deficit shall arise prior to the Effective first Actual Completion Date pursuant (as defined in the Operation and Offtake Contract) to the Confidentiality Agreement. The Parties agree that as occur of either Unit of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIII.Power Plant;

Undertaking. Subject to During the term of this Agreement, each party shall keep confidential, and other than as provided herein, shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other provisions party, whether in tangible or intangible form, the confidentiality of this Article VIII, all which such other party takes reasonable measures to protect ("Confidential Information"). Neither CFFT nor Predix will use the other party's Confidential Information disclosed by a Party or its Affiliates except as expressly permitted in connection with the Collaboration or under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject : (A) Each party shall take any and all lawful measures to prevent the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information unauthorized use and disclosure of the other Party party's Confidential Information, and to prevent unauthorized persons or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL entities from obtaining or using that Information. PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES ACT OF 1933, AS AMENDEDEXCHANGE ACT; [*] DENOTES OMISSIONS. respect to such Confidential Information). Subject to EXECUTION COPY (B) Each party will refrain from directly or indirectly taking any action which would constitute or facilitate the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information unauthorized use or disclosure of the other Party party's Confidential Information. Each party may disclose that Information to its officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of P2(Y)2 Products, to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, agents, contractorslicensees, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary subcontractors have entered into appropriate confidentiality agreements for the purposes of, secrecy and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality non-use of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before which by their terms shall be enforceable by injunctive relief at the Effective Date will instance of the disclosing party. (C) Each party shall be governed liable for any unauthorized use and disclosure of the other party's Confidential Information by this Article VIIIits officers, employees and agents and any such sublicensees and subcontractors.